6 unchanged sentences
Information about our equity compensation plans will be included in our definitive proxy statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders (“2026 Proxy Statement”) and is incorporated herein by reference.
+Added: See Part III for information on securities authorized for issuance under our equity compensation plans.
Recent Sales of Unregistered Equity Securities
Set forth below is information regarding securities issued or granted by us during the period covered by this Annual Report on Form 10-K that were not registered under the Securities Act.
−Removed: The information presented in this Item 5 gives effect to a 4-for-1 reverse stock split, which became effective on January 3, 2023.
−Removed: Issuance of Class A Common Stock upon Conversion of Preferred Stock and Class B Common Stock
−Removed: Immediately prior to completing the IPO, all preferred stock converted into 16,305,113 shares of common stock.
−Removed: The issuance of such common shares was exempt from the registration requirements of the Securities Act, pursuant to Section 3(a)(9) of the Securities Act, involving an exchange of securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
−Removed: No underwriters were involved in this issuance of shares.
−Removed: Use of Proceeds from Initial Public Offering
−Removed: On January 18, 2023, we closed our IPO, in which we issued and sold 4,750,000 shares of common stock and the selling stockholders sold 4,202,383 shares.
−Removed: The underwriters also exercised in full their option to purchase 1,342,857 additional shares of common stock from the selling stockholders.
−Removed: The offer and sale of all of the shares in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No.
−Removed: 333-265326), which was declared effective by the SEC on January 12, 2023.
−Removed: Barclays Capital Inc.
−Removed: and Keefe, Bruyette & Woods, Inc.
−Removed: acted as the representatives of the underwriters.
−Removed: The public offering price of the shares sold in the offering was $15.00 per share.
−Removed: The net proceeds to the Company were approximately $62.3 million, after deducting underwriting discounts and specific incremental expenses directly attributable to the IPO.
−Removed: All the proceeds from the IPO have been distributed to the Company’s insurance company subsidiaries.
−Removed: Issuer Purchases of Equity Securities
−Removed: We did not purchase any of our equity securities during the period covered by this Annual Report on Form 10-K.
−Removed: We do not currently intend to pay any cash dividends on our common stock in the foreseeable future.
−Removed: Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon results of operations, financial condition, restrictions imposed by applicable law and other factors our Board of Directors deems relevant.
−Removed: Consequently, investors may need to sell all or part of their holdings of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.
−Removed: Investors seeking immediate cash dividends should not purchase our common stock.
+Added: On January 1, 2026, pursuant to the Apollo SPAs (as defined below), we paid approximately $555.0 million in connection with the Apollo acquisition, which included (i) $371.0 million in cash and (ii) the issuance of 3,679,332 unregistered shares of the Company’s common stock.
Performance Graph
3 unchanged sentences
This graph shall not be deemed “soliciting material” or be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
−Removed: January 13, 2023 December 31, 2023 December 31, 2024
+Added: January 13, 2023 December 31, 2023 December 31, 2024 December 31, 2025
Skyward Specialty Insurance Group, Inc.
4 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.