Bowhead director Zhak Cohen resigns from board

Bowhead Specialty Holdings Inc. (BOW) reported a change in its board of directors.

Rhea-AI Filing Summary

Bowhead Specialty Holdings Inc. (BOW) reported a change in its board of directors. Effective August 17, 2026, Zhak Cohen resigned from the Board. He had served as one of the nominees of GPC Partners Investments (SPV III) LP under a Board Nominee Agreement between Bowhead and that fund, which is managed by Gallatin Point Capital LLC. His resignation is linked to his earlier departure from Gallatin Point Capital and is stated not to involve any disagreement with Bowhead regarding its operations, policies, or practices. The company notes that it qualifies as an emerging growth company.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Effective resignation date: August 17, 2026 Board Nominee Agreement date: May 23, 2024 Par value per share: $0.01 per share +1 more

4 metrics

Effective resignation date August 17, 2026 Date on which Zhak Cohen’s resignation from the Board became effective

Board Nominee Agreement date May 23, 2024 Date of the Board Nominee Agreement between Bowhead and GPC Partners Investments (SPV III) LP

Par value per share $0.01 per share Par value of Bowhead’s common stock registered on the New York Stock Exchange

Company telephone number (212) 970-0269 Telephone number for Bowhead Specialty Holdings Inc.’s principal executive offices

Key Terms

emerging growth company, Board Nominee Agreement, par value, soliciting material

4 terms

emerging growth company regulatory

"Emerging growth company T"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Board Nominee Agreement regulatory

"pursuant to GPC Fund’s rights under the Board Nominee Agreement"

par value financial

"Common Stock, par value $0.01 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

soliciting material regulatory

"Soliciting material pursuant to Rule 14a-12 under the Exchange Act"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did Bowhead Specialty Holdings Inc. (BOW) announce on August 17, 2026?

Bowhead Specialty Holdings Inc. announced that Zhak Cohen resigned from its Board of Directors effective August 17, 2026. Cohen had been a nominee of GPC Partners Investments (SPV III) LP pursuant to a Board Nominee Agreement with Bowhead.

Did Zhak Cohen’s resignation from BOW’s board involve any disagreement with the company?

Bowhead states that Mr. Cohen’s decision to resign did not involve any disagreement with the company on matters relating to its operations, policies, or practices. The resignation is linked instead to his earlier departure from Gallatin Point Capital LLC.

What is the relationship between GPC Partners Investments (SPV III) LP and Bowhead Specialty Holdings Inc. (BOW)?

GPC Partners Investments (SPV III) LP (“GPC Fund”) had board nomination rights under a Board Nominee Agreement with Bowhead dated May 23, 2024. Zhak Cohen served as one of GPC Fund’s nominees to Bowhead’s Board.

Why did GPC nominee Zhak Cohen step down from the BOW board?

Bowhead explains that Mr. Cohen resigned in connection with his departure from Gallatin Point Capital LLC, which manages GPC Partners Investments (SPV III) LP. The resignation is presented as related to that employment change.

Is Bowhead Specialty Holdings Inc. (BOW) classified as an emerging growth company?

Yes. Bowhead Specialty Holdings Inc. indicates that it is an emerging growth company under applicable SEC rules. This status can provide scaled disclosure and other regulatory accommodations compared with larger, more seasoned issuers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/19/2026 - 04:28 PM Accepted by SEC EDGAR 08/19/2026 - 04:28 PM Learn about SEC filing dates

0002002473false00020024732026-08-172026-08-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2026

Bowhead Specialty Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-42111			87-1433334
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)
			452 Fifth Avenue New York, New York 10018
			(Address of principal executive offices)
			(212) 970-0269
			(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

T    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			BOW			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 under the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company T

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 17, 2026, Zhak Cohen, who was one of GPC Partners Investments (SPV III) LP’s (“GPC Fund”) nominees to the board of directors (the “Board”) of Bowhead Specialty Holdings Inc. (the “Company”) pursuant to GPC Fund’s rights under the Board Nominee Agreement, dated as of May 23, 2024, between the Company and GPC Fund, resigned from the Board.  Mr. Cohen’s resignation was in connection with his departure from Gallatin Point Capital LLC (“Gallatin”) earlier this summer.  GPC Fund is managed by Gallatin.  Mr. Cohen’s decision to resign did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 19, 2026

			By:			/s/ H. Matthew Crusey
			Name:			H. Matthew Crusey
			Title:			General Counsel and Secretary

Filing Exhibits & Attachments

3 documents

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