BOWHEAD SPECIALTY HLDGS INC SEC Filings

Bowhead Specialty Holdings Inc. (BOW) CEO, President and Director Stephen J. Sills reported an internal transfer of company stock. On 11/26/2025, he moved 75,000 shares of common stock in a transaction coded "G" (a gift or similar transfer) at a price of $0 per share from his direct holdings to the Stephen J. Sills 2024 I GRAT #4 grantor trust. After this transfer, he directly held 786,000 shares and also reported additional indirect ownership through several trusts and an LLC, including the new 75,000-share position in the GRAT.

Bowhead Specialty Holdings Inc. completed a public offering of $150,000,000 aggregate principal amount of its 7.750% Senior Notes due 2030. These senior, unsecured notes were issued under an existing shelf registration and will bear interest at 7.750% per year, paid semi-annually starting June 1, 2026, with final maturity on December 1, 2030, unless earlier repurchased or redeemed.

The company plans to use the net proceeds primarily to make capital contributions to its insurance subsidiary to support business growth and for other general corporate purposes. At the same time, Bowhead Specialty repaid in full and terminated all outstanding indebtedness and obligations under its prior credit agreement, and all related security interests and guarantees were released.

Bowhead Specialty Holdings Inc. is offering $150,000,000 of 7.750% senior notes due 2030 at 100% of principal, with semi-annual interest payments starting June 1, 2026. These senior unsecured notes rank equally with Bowhead’s other unsubordinated debt and are structurally subordinated to the liabilities and preferred equity of its subsidiaries, including $1.1 billion of policyholder and contract-holder liabilities as of September 30, 2025. The notes may be redeemed early at a make-whole premium before December 1, 2028 and at specified premiums thereafter. Bowhead expects net proceeds of about $146.4 million, which it plans to use to repay an existing credit agreement, contribute capital to its insurance subsidiary to support growth, and for other general corporate purposes.

Bowhead Specialty Holdings Inc. plans an underwritten public offering of senior unsecured notes due 2030. The notes will pay fixed semi-annual interest, with the coupon subject to a step-up of up to 1.00% if their credit rating from a designated agency falls below investment grade or is withdrawn. The notes rank equally with Bowhead’s other unsecured debt but are effectively junior to any future secured borrowings and structurally subordinated to obligations of its insurance subsidiaries, which had $1.1 billion in liabilities to policyholders and contract holders as of September 30, 2025.

Bowhead intends to use the net proceeds to make capital contributions to its insurance company subsidiary to support growth and for general corporate purposes, and expects to repay and terminate its existing credit agreement around the time of closing. The company also plans to enter into a new senior secured revolving credit facility of up to $35.0 million after the offering. The notes may be redeemed early at specified premiums and carry financial covenants limiting consolidated indebtedness relative to capitalization and restricting secured debt.

Bowhead Specialty Holdings (BOW): Schedule 13G/A reports that GPC Partners Investments (SPV III) LP, together with affiliated reporting persons, beneficially owns 8,968,445 shares of common stock, representing 27.4% of the class. The filing states sole voting and sole dispositive power over the same 8,968,445 shares for each reporting person listed, with no shared power disclosed.

The percentage was calculated using 32,782,974 shares outstanding as of September 30, 2025, as disclosed by the issuer. The reporting group includes GPC Partners GP LLC, Gallatin Point Capital LLC, and individuals Matthew B. Botein and Lewis A. (Lee) Sachs. The filing notes a Voting Agreement dated May 22, 2024 between GPC Fund and American Family Mutual Insurance Company, S.I.; each reporting person disclaims beneficial ownership of any shares held by AFMIC.

Bowhead Specialty Holdings (BOW) reported stronger Q3 2025 results. Net income was $15.2 million versus $12.1 million a year ago, and diluted EPS was $0.45 versus $0.36. Growth was supported by higher underwriting volume and investment income.

Gross written premiums were $231.5 million (up from $197.0 million), and net earned premiums were $128.4 million (up from $105.2 million). Net investment income rose to $15.0 million from $11.5 million. Total revenues reached $143.9 million versus $116.8 million, while total expenses were $124.8 million versus $100.9 million.

The balance sheet expanded: total assets were $2.09 billion and stockholders’ equity was $430.2 million. Cash and cash equivalents were $197.9 million, with restricted cash of $52.9 million. Fixed maturity securities at fair value were $1.15 billion. The company had no borrowings under its $75 million senior secured revolving credit facility as of September 30, 2025. Shares outstanding were 32,782,974 as of October 29, 2025.

Bowhead Specialty Holdings Inc. reported that it issued a press release announcing its financial results for the three months ended September 30, 2025. The company also released an investor presentation covering the same period.

Both materials were furnished with this report as Exhibit 99.1 (press release) and Exhibit 99.2 (presentation) and are available on the company’s investor relations website. This filing is an informational update; it does not detail the underlying results.

Lowenstein Price, listed as a Director of Bowhead Specialty Holdings Inc. (BOW), filed an initial Form 3 reporting the event date 10/02/2025. The filing states that no securities are beneficially owned by the reporting person and includes Exhibit 24.1 (Power of Attorney). The form was signed via attorney-in-fact on 10/03/2025.

Bowhead Specialty Holdings Inc. elected Price Lowenstein to its board of directors effective October 2, 2025, increasing the board size from ten to eleven members. He was appointed to the Compensation, Nominating and Corporate Governance Committee where he will serve alongside Ava Schnidman and David Holman. Mr. Lowenstein will serve until his successor is elected or earlier death, resignation or removal, and will stand for re-election at the companys next annual meeting in 2026 as a Class II director with a term expiring at the 2029 annual meeting. His background includes founding and leading Sovereign Risk Insurance Limited (SRI) from 1997 until his retirement in 2023, most recently serving as Chairman from July 2022 to January 2023. He also sits on the boards of The Green Guarantee Company and PEFCO Finance Servicer LLC. Mr. Lowenstein will be eligible to receive director compensation consistent with the companys stated non-employee director policy as described in the definitive proxy statement filed March 19, 2025.