What changed in this filing

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Item 1. Business

2026-03-02 compared with 2025-03-03 · 87 added, 66 removed, 376 unchanged (29% of the section changed)

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and its subsidiaries.

We are a growing specialty insurance company delivering commercial property and casualty (P&C) products and solutions on a non-admitted (or E&S) and admitted basis, predominantly in the United States.

We are a growing specialty insurance company delivering commercial insurance products and solutions on a non-admitted (or E&S) and admitted basis, predominantly in the United States.

We focus our business on markets that are underserved, dislocated and/or for which standard insurance coverages are insufficient or inadequate to meet the needs of businesses, including our customers and prospective customers operating in these markets.

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and our business mix is principally primary insurance and balanced between E&S and admitted markets.

A small portion of our business is specialty reinsurance (principally agriculture and credit) which is similarly focused on attractive specialty classes where we believe it is more efficient to approach these classes through reinsurance given factors such as cost of entry, including the costs of geographic expansion.

A portion of our business is specialty reinsurance (principally property, agriculture and credit) which is similarly focused on attractive specialty classes where we believe it is more efficient to approach these classes through reinsurance given factors such as cost of entry, including the costs of geographic expansion.

All of these factors enable us to respond to market opportunities and dislocations by deploying capital where we believe we can consistently earn attractive risk-adjusted returns.

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Best”) with stable outlook.

Apollo Acquisition

On September 2, 2025, we 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, we 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, closing of the transaction ("Closing") was conditioned upon our acquiring 100% of the issued share capital of Apollo (the “Acquisition”) at Closing pursuant to additional short-form share purchase agreements (the "Apollo Minority SPAs" and together with the Apollo Majority SPAs, the "Apollo SPAs") with the remaining minority shareholders of Apollo (the "Minority Sellers" and together with the Majority Sellers, the "Sellers").

The Acquisition closed on January 1, 2026.

The consideration for the transaction was satisfied by the issuance of common stock of the Company to certain sellers and the remainder in cash.

Apollo is a leading U.S.

centric specialty underwriting platform operating at Lloyd’s of London that is low volatility, high growth and employs a capital light business model.

The business has grown gross written premium consistently since its formation in 2010.

Through Syndicate 1969, Apollo underwrites a multi-class specialty insurance portfolio.

Through Syndicate 1971, Apollo delivers a unique, innovative platform liability product for the digital and sharing economy.

Apollo provides capital to syndicates 1969 and 1971 in exchange for a pro-rata share of the underwriting income, with the remainder of the capital provided by third parties.

Additionally, Apollo earns managing agency fees and profit commissions for being the managing agent to both its own syndicates, as well as to innovative third-party syndicates, known as platform partners.

We believe the acquisition is exceptionally well aligned to Skyward Specialty’s strategy, bringing new specialty niches, a distinctive new economy offering, accelerating innovation, and adding Apollo’s advanced technology capabilities.

Continuing to lead Apollo’s growth as a subsidiary of Skyward Specialty will be David Ibeson, who will continue as CEO of Apollo, along with Apollo’s entrepreneurial and dynamic management team.

Our Business and Our Strategy

We have one reportable segment through which we offer a broad array of insurance coverages to a number of market niches.

Each of our eight distinct underwriting divisions has dedicated underwriting leadership supported by high-quality technical staff with deep experience in their respective niches.

Each of our nine distinct underwriting divisions has dedicated underwriting leadership supported by high-quality technical staff with deep experience in their respective niches.

We believe this structure and expertise allow us to serve the needs of our customers effectively and be a value-add partner to our distributors, while earning attractive risk-adjusted returns.

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Our Accident & Health (“A&H”) underwriting division provides medical stop loss to employers who self-insure their employee benefits, as well as covering group and single-employer captives.

Our A&H captives program provides tailored medical stop-loss and reinsurance solutions for group and single-employer captive arrangements, supported by dedicated underwriting and proactive claims oversight.

Our approach for managing medical costs, combined with our claims oversight, enables us to partner with select distribution partners.

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We write these products on an admitted basis and distribute primarily through retail brokers and wholesale broker partners.

Agriculture and Credit (Re)insurance :

Our Agriculture and Credit (Re)insurance underwriting division provides specialty risk-transfer solutions across a diversified global portfolio, spanning agriculture, dairy and livestock revenue protection, mortgage and credit product lines.

We support insurers, MGAs, and other risk originators by delivering tailored treaty protection using proportional and excess of loss structures.

Our global agriculture book provides coverage for weather and natural peril driven volatility and other production and yield risks, helping clients manage catastrophe exposure and seasonal earnings variability across regions.

The mortgage portfolio supports government sponsored entities and private mortgage insurers against default and loss severity volatility typically due to macroeconomic stress, structured to manage tail risk and protect against adverse cycle turns.

Our credit portfolio provides protection against losses driven by default risk covering single obligors and multi-buyer trade credit across a diverse portfolio across regions and industries.

Our dairy and livestock business provides producers with revenue protection against price volatility in milk, cattle, and hog markets.

We utilize derivative instruments, primarily put options and futures, to mitigate commodity price risk associated with our exposure to cattle, hog and milk prices.

These instruments are used solely to manage exposure to adverse price movements, and positions are adjusted throughout the year in response to changes in market conditions and our risk profile.

See Note 8, “Derivatives” to our consolidated financial statements included in Item 8 of this Form 10-K for additional information regarding derivatives.

Our Captives underwriting division provides group captive solutions by drawing on our underwriting and claims expertise from other underwriting divisions to create group captives for companies seeking to self-insure.

By leveraging our underwriting, claims, technology, and analytical expertise across our Company, we are able to broaden our market reach and write additional profitable business with limited additional expense.

Our captive underwriting division

writes property, general liability, commercial auto, excess liability, and workers’ compensation lines of business on an E&S and an admitted basis.

Our captive underwriting division writes property, general liability, commercial auto, excess liability, and workers’ compensation lines of business on an E&S and an admitted basis.

We often administer this business through partnerships with third-party captive managers.

Global Property and Agriculture :

Our Global Property underwriting unit provides property-only solutions to large multi-jurisdictional entities with complex property exposures.

The business is written entirely on an E&S basis.

We distribute this product through retail brokers and select wholesale brokers.

Our book and position with our customers and distribution partners has been curated over more than ten years, and we have become an important partner to the brokers that place this business and an equally important part of our insureds’ risk transfer program.

Our Global Agriculture underwriting unit provides secondary and reinsurance solutions for crop, livestock and other renewable resources.

Industry Solutions :

Our Industry Solutions underwriting division includes three underwriting units that each provide multiple coverages to the businesses they serve:

construction, energy and inland marine.

Our construction and energy underwriting units provide general liability, excess liability, commercial auto, workers’ compensation, and adjacent inland marine solutions, written principally on an admitted basis, to a broad range of middle market construction and energy production and servicing customers, including many in the alternative/renewable energy fields.

Our inland marine underwriting unit focuses on logistics and other specialty property risk for assets that are constantly on the move.

The industry segments we seek to underwrite often have high severity exposures that our teams of skilled and experienced underwriters and claims professionals are able to address quickly and creatively, frequently with multi-line solutions.

We distribute these products through retail agents and brokers and a select network of wholesalers.

Construction & Energy Solutions :

Our Construction and Energy Solutions underwriting division focuses on high‑severity exposures that our experienced underwriting and claims teams address with tailored and often multi‑line solutions, including general liability, excess liability, commercial auto, and workers’ compensation.

We distribute these products through retail agents, brokers, and a select network of wholesalers.

Global Property :

Our Global Property underwriting division provides comprehensive property insurance and reinsurance solutions for a broad spectrum of commercial clients worldwide.

Our offerings are designed to protect against physical loss or damage to assets, including buildings, equipment, and inventory, due to natural catastrophes and other insured perils, supporting clients across diverse industries with managing exposures and maintaining operational resilience.

Professional Lines :

Our Professional Lines underwriting division includes three underwriting units:

management liability, professional liability (which includes cyber and media liability insurance), and allied health (which includes life sciences).

Professional liability and allied health provide primary and excess claims-made liability products, on an E&S and admitted basis, distributed through both wholesale and retail brokers, depending on the product.

Our Programs underwriting division partners with program administrators focused on certain markets that align with our expertise and strategy.

management liability, professional liability (which includes cyber), and allied health (which includes life sciences).

Management/Professional liability and allied health provide primary and excess claims-made liability products, on an E&S and admitted basis, distributed through both wholesale and retail brokers, depending on the product.

Specialty Programs :

Our Specialty Programs underwriting division partners with program administrators focused on certain markets that align with our expertise and strategy.

We believe partnering with a program administrator in certain circumstances is the optimal way for us to participate profitably or extend our reach in certain markets.

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We believe the combination of our underwriting and claims expertise with their scale and/or technology creates a more powerful partnership than either party could present to the market on its own.

Our Programs underwriting division writes property, general liability, commercial auto liability, excess liability, and workers’ compensation lines of business on an E&S and an admitted basis.

Our Specialty Programs underwriting division writes property, general liability, commercial auto liability, excess liability and workers’ compensation lines of business on an E&S and an admitted basis.

Our Surety underwriting division provides contract, commercial and transactional surety solutions to a range of trade and services organizations requiring bonding.

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Transactional E&S :

Our Transactional E&S underwriting division provides primary and excess non-catastrophe prone property and general liability solutions, with particular emphasis on risks that are considered hard to place because of the complexity of the underlying exposure, loss history, and/or limited operating history (i.e., start up and newer businesses).

Success in our target market is determined by technical underwriting, thoughtful coverage provisions and pricing, and high-quality broker service.

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The unique characteristics of the risks within our core markets require each account to be efficiently and individually underwritten, in order for us to generate an acceptable, sustainable underwriting profit.

Many carriers have chosen to reject businesses that they deem to be too complex, or that requires thoughtful individual underwriting;

Many carriers have chosen to reject businesses that they deem to be too complex, or that require thoughtful individual underwriting;

or, alternatively, have focused on simple account risks for which more automated underwriting can be effective.

Instead, we have chosen to build our underwriting divisions around deeply experienced underwriters who we empower with appropriate authority to make underwriting decisions.

This structure enables us to offer innovative and unique products and solutions to our distribution partners and customers, regardless of how challenging or complex a risk may be.

This structure enables us to offer innovative and unique products and solutions to our distribution partners and customers, regardless of how challenging or complex a risk

Further, we augment our underwriters’ experience with data and predictive analytics that are intended to differentiate risk selection and pricing decision-making while enhancing efficiency.

Highly skilled underwriters .

We focus on hiring underwriting and technical staff who help differentiate our company through their expertise and experience.

We focus on hiring and retaining underwriting and technical staff who help differentiate our company through their expertise and experience.

Our underwriting teams are knowledgeable, experienced, and empowered — characteristics which are critical to operate successfully in the markets we serve, especially since many of the risks we underwrite are particularly difficult to automate.

We do not impose strict underwriting rules (i.e., we are not “box” underwriters), but rather allow our professionals the freedom to use their expertise and judgment when evaluating and pricing risks.

We do not impose strict underwriting rules (for example, we are not “box” underwriters), but rather allow our professionals the freedom to use their expertise and judgment when evaluating and pricing risks.

Simply put, we give our people the tools and appropriate authority to make decisions and do what they do best — profitably underwrite complex risks.

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Our analytics capabilities used by our senior leadership and claims teams include real-time, detailed information on open claims and benchmarks against closed claims.

We believe that our industry expertise, nimble culture, and technology-embedded claims processes enables us to reach fair and appropriate claims outcomes for our customers.

We believe that our industry expertise, nimble culture, and technology-embedded claims processes enable us to reach fair and appropriate claims outcomes for our customers.

Superior business intelligence platform.

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While our underwriting decisions are backed by reliable historical data and in-depth evaluation of risks resulting from intentional investment in data collection and processing capabilities, we amplify our underwriting and claims prowess by combining this data with new forms of risk data and predictive analytics.

We also utilize generative artificial intelligence in our underwriting and claims handling where doing so can aid in our effectiveness and efficiencies without sacrificing the necessary expertise of our employees.

We also utilize generative artificial intelligence in our underwriting and claims handling where doing so can aid in our effectiveness and efficiencies while still relying upon the expertise of our employees.

Diversified business that allows us to respond to, and capitalize on, changes in market conditions across P&C cycles.

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We pride ourselves on maintaining an entrepreneurial environment that encourages and rewards a proactive approach to capitalize on market disruption.

This environment is not only consistent with our identity as a specialty insurer but also a foundation for our success in attracting great talent and our objective of delivering best-in-class results.

This environment is not only consistent with our identity as a

specialty insurer but also a foundation for our success in attracting great talent and our objective of delivering best-in-class results.

High-quality, experienced leadership team that is aligned with our shareholders.

Led by our CEO, Andrew Robinson, we have an experienced, innovative and entrepreneurial executive leadership team with a track record of success in senior management roles at industry leading property and casualty companies as well as in starting and building new businesses in our industry.

Our entire senior leadership’s compensation is directly aligned with our shareholders.

Led by our Chairman and CEO, Andrew Robinson, we have an experienced, innovative and entrepreneurial executive leadership team with a track record of success in senior management roles at industry leading property and casualty companies as well as in starting and building new businesses in our industry.

Our entire senior leadership’s compensation is carefully constructed to ensure alignment with our shareholders.

Each of our leaders have a material portion of their compensation in the form of long-term and short-term incentives tied to delivering sustainable, best-in-class underwriting returns.

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Attract and retain blue-chip underwriting and claims talent to expand and enhance our market position.

We seek to hire the most talented technical underwriting professionals who have long-standing industry relationships with distribution partners and claims professionals with expertise in the niches we write.

We seek to hire and retain the most talented technical underwriting professionals who have long-standing industry relationships with distribution partners and claims professionals with expertise in the niches we write.

These relationships are key to getting steady access to our preferred business.

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Profitably grow existing lines of business and expand with new underwriting divisions.

We believe we are well-positioned to take advantage of several trends impacting our customers in the United States and globally.

We believe that we are well-positioned to take advantage of several trends impacting our customers in the United States and globally.

One such trend is the continued rise in demand for specialized insurance solutions because of increasing risks, as well as the complexity of risks, due to climate change/increased frequency of severe weather events, supply chain uncertainty, financial inflation risk, cyber risk, emergence of novel health risks, increased level of litigation, attorney involvement and jury awards, and healthcare delivery and cost.

Another such noticeable market trend is the emergence of “micro cycles and micro dislocations” where different pockets of the P&C insurance market experience hardening and softening at different times.

Another such notable market trend is the emergence of “micro cycles and micro dislocations” where different pockets of the P&C insurance market experience hardening and softening at different times.

We have demonstrated our ability to react quickly in response to these trends by launching new underwriting units, including many not typically aligned with P&C cycles, entering underserved markets, partnering with others with advanced technology, and launching new captive solutions.

We believe our gross written premium growth and profitability is indicative of our momentum and provides a powerful reference for the positioning of our Company to continue to expand and grow in the markets we seek to serve.

We believe our gross written premium growth and profitability are indicative of our momentum and provides a powerful reference for the positioning of our Company to continue to expand and grow in the markets we seek to serve.

Differentiate on daily excellence to drive best-in-class underwriting performance.

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Our approach to underwriting is deeply embedded in our “Rule Our Niche” strategy and is core to how we win in the market.

Within the eight divisions, we further specialize underwriting teams with a focus on specific niches within the markets the eight divisions serve.

Within the nine divisions, we further specialize underwriting teams with a focus on specific niches within the markets the nine divisions serve.

Our underwriting approach is underpinned by hiring highly experienced, best-in-class and diverse teams of technical underwriters with established track records in specific specialty niche markets.

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Our underwriting data is captured in our business intelligence platform, SkyBI.

comprehensive data repository forms the foundation of our reporting, analytics, and other data capabilities and is a key tool for our senior management team and business leaders.

This comprehensive data repository forms the foundation of our reporting, analytics, and other data capabilities and is a key tool for our senior management team and business leaders.

See the section entitled “Technology” below for more information on SkyBI.

We are highly selective in the policies we choose to bind.

If our underwriters cannot reasonably expect to bind coverage at the combination of premium and coverage terms that meets our standard, we encourage them to move on quickly to other prospective opportunities.

If our underwriters cannot reasonably expect to bind coverage at the combination of premium and coverage terms that meet our standard, we encourage them to move on quickly to other prospective opportunities.

When accepting risks, we are careful to establish terms and price that are suited to the underlying exposure.

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This program involves deploying experienced investigators and other appropriate vendors to the scene of a reported auto accident, ideally within two hours of the accident, regardless of the location.

This quick response assists us in evaluating

the facts and circumstances of the accident to begin our investigation as quickly as possible.

This quick response assists us in evaluating the facts and circumstances of the accident to begin our investigation as quickly as possible.

If appropriate, our program aids us in resolving any third-party claims as quickly as possible.

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Predictive Analytics Technology.

We strive to augment the capabilities of our employees daily using new forms of risk data and the use of predictive analytics including artificial intelligence for risk selection, pricing and claims handling.

We strive to augment the capabilities of our employees daily using new forms of risk data and the use of predictive analytics including artificial intelligence for risk selection, pricing and claims

Within every underwriting division, our actions are intentional to “Rule Our Niche.” We aim to innovate constantly, and our actions are specific to each of the divisions/markets we serve.

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We generally use third-party vendor developed core operating applications that we have customized for our company.

Our core platform organization is used for all business except for accident & health, global property and agriculture and surety as the unique features of these underwriting divisions require select dedicated core processing components.

Our core platform organization is used for all business except for accident & health, global property, agriculture and credit (re) insurance, and surety as the unique features of these underwriting divisions require select dedicated core processing components.

Data gathered from our core operating platforms from all divisions flows to our SkyBI platform with comparable data quality and granularity regardless of underwriting division.

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$1.50 million per occurrence

Ocean Marine (2)

$3.00 million per occurrence

Professional Lines (2)

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AM Best Rating

eMaxx Capitves (1)

$ 197,989 n/r

Everest Reinsurance Co.

eMaxx Captives (1)

General Reinsurance Corp 70,355 A++

Partner Reinsurance Co.

of the US 65,446 A+

General Reinsurance Corp 48,234 A++

Swiss Reinsurance America Corp 37,789 A+

ACE (Chubb Property & Casualty Ins Company) 36,527 A+

ACE (Chubb Property & Casulty Ins Company) 48,344 A+

RGA Reinsurance Company 43,043 A+

Randall & Quilter (R&Q Bermuda (SAC) Ltd) (2)

Lloyds Syndicate 4711 35,860 A+

Swiss Reinsurance America Corp 26,152 A+

Lloyds Syndicate 2987 25,301 A+

Aspen Insurance UK Limited 24,715 A

Insurance Company of the West 18,112 A

Top 10 Total 661,130

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At December 31, 2025, we held collateral in a statutory trust of $235.2 million on our net reinsurance recoverables.

(2) This reinsurer facilitated our LPT reinsurance agreement which was commuted effective January 31, 2025.

At December 31, 2024, we held collateral in a statutory trust of $22.7 million on our net reinsurance recoverables.

Enterprise Risk Management

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Our investment strategy is similarly set out to have a diversified target portfolio that balances portfolio yield, liquidity, volatility, and potential for principal loss.

Our Senior Vice President (“SVP”) of Finance & ERM oversees several critical ERM processes as well as chairing our cross-functional corporate ERM Committee.

Our Senior Vice President (“SVP”), Chief Financial Officer (“CFO”) & Head of ERM - US Operations, oversees several critical ERM processes as well as chairing our cross-functional corporate ERM Committee.

We formalize our own view of risk and solvency in terms of potential economic loss using our Economic Capital Model (“ECM”).

We use the output of our ECM to measure potential earnings and capital loss for a range of scenarios.

These outputs are measured against risk tolerances that are set out and updated annually by the ERM Committee and discussed with the Risk Committee of our Board.

These outputs are measured against risk tolerances that are set out and updated annually by the ERM Committee and discussed with the Risk Committee of our Board of Directors.

More specifically, our ECM provides a probabilistic modeled view of earnings and capital loss that brings together the potential loss from catastrophes, reserving, underwriting, market, credit risk, strategic and operational risks.

Aside from maintaining our ECM and overseeing our risk tolerance framework, our SVP of Finance & ERM works with our ERM Committee to review and maintain a comprehensive risk register with accountabilities to ensure appropriate mitigations are in place and are monitored for any change.

The top 10 risks are further identified and quantified by the SVP of Finance & ERM and the ERM Committee and reviewed every quarter.

The SVP of Finance & ERM and the ERM Committee submit these reports to the Risk Committee on a regular basis.

Aside from maintaining our ECM and overseeing our risk tolerance framework, our SVP, CFO & Head of ERM works with our ERM Committee to review and maintain a comprehensive risk register with accountabilities to ensure appropriate mitigations are in place and are monitored for any change.

The top 10 risks are further identified and quantified by the SVP, CFO & Head of ERM and the ERM Committee and reviewed every quarter.

The SVP, CFO & Head of ERM and the ERM Committee submit these reports to the Risk Committee on a regular basis.

We construct our operational processes and controls with a view to identify, assess and manage key risks on an ongoing basis.

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Altogether, our ERM is at the center of our decision making and our day-to-day activities.

It is a central component to our strategy to achieve market leading risk adjusted returns for our shareholders.

It is a central component to our strategy to achieve market leading risk adjusted returns for our shareholders and to reinforce a culture of accountability, transparency, and sound judgment across the organization.

We maintain reserves for specific claims incurred and reported, IBNR reserves and reserves for uncollectible reinsurance when appropriate.

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We face competition in our underwriting divisions from other specialty and standard insurers as well as program administrators.

Competition is based on many factors including pricing of coverage, the general reputation and perceived financial strength of the company, relationships with brokers, terms and conditions of products offered, ratings assigned by independent rating agencies, speed of claims payment and reputation, and the experience and reputation of the members of the underwriting and claims teams.

Competition is based on many factors including pricing of coverage, the general reputation and perceived financial strength of the company, relationships with brokers, terms and conditions of products offered, ratings assigned by independent rating agencies, speed and reputation of claims payment, and the experience and reputation of the members of the underwriting and claims teams.

Given the diversity of our underwriting divisions, our competition is broad and certain competitors may be specific to only a subset of our divisions.

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Tokio Marine Holdings, Inc.;

CNA Financial Corporation;

CNA Financial

Hiscox, Ltd.;

Intact Finance Corporation;

and Kinsale Capital Group, Inc.

Kinsale Capital Group, Inc;

Arch Capital Group;

and AXIS Capital Holdings, Ltd.

Our Structure

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The following table sets forth the geographic distribution of our gross written premiums for the year ended December 31, 2025:

Pennsylvania 7.6

California 7.1

Louisiana 6.1

Pennsylvania 3.9

New Jersey 4.1

Massachusetts 2.5

All other states 41.5

All other states and countries 39.9

Total 100.0 %

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1 Limited Company, a UK company which is an authorized Lloyd’s corporate member.

Our organizational structure is set forth below.

Our organizational structure at December 31, 2025 is set forth below.

Each entity is wholly-owned by its immediate parent:

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Further, the National Association of Insurance Commissioners (“NAIC”) and some state insurance regulators are re-examining existing laws and regulations specifically focusing on issues relating to the solvency of insurance companies, interpretations of existing laws and the development of new laws.

In addition, although the federal government does not directly regulate the business of insurance, federal initiatives often affect the insurance industry in a

variety of ways, such as treatment of federal subsidiaries, regulations of quasi-governmental entities and regulations issued by federal governmental departments.

In addition, although the federal

government does not directly regulate the business of insurance, federal initiatives often affect the insurance industry in a variety of ways, such as treatment of federal subsidiaries, regulations of quasi-governmental entities and regulations issued by federal governmental departments.

Insurance Holding Company Regulation

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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-K

Item 1. Business