Bowhead 2,000,000-share Secondary Offering; Company Receives No Proceeds

Rhea-AI Filing Summary

Bowhead Specialty Holdings completed a registered public secondary offering of 2,000,000 shares of common stock sold by a selling stockholder, producing approximately $61,300,000 in gross proceeds to that stockholder. The company did not receive any proceeds from the sale. The transaction was executed under an Underwriting Agreement and the agreement is filed as an exhibit to the report.

The company previously maintained a registration statement on Form S-3 supplemented by a prospectus supplement in connection with the offering. Exhibits include the Underwriting Agreement and the cover page XBRL tags.

Positive

• Registered offering completed successfully for 2,000,000 shares
• Gross proceeds of approximately $61.3 million were raised by the selling stockholder and disclosed

Negative

• The company received no proceeds from the sale, so there is no cash benefit to Bowhead

Insights

Financial Analyst

TL;DR: Secondary offering sold 2,000,000 shares; proceeds went to the selling stockholder, not the company.

The filing shows a completed registered secondary sale of 2,000,000 shares with gross proceeds of about $61.3 million to the selling stockholder. Because the company received no proceeds, there is no immediate cash benefit to Bowhead's balance sheet or funding runway. The public filing of the Underwriting Agreement increases transparency around deal terms, but the report contains no operational or financial performance metrics to assess broader impact.

Corporate Governance Expert

TL;DR: Transaction documents were filed and the sale was completed by a selling stockholder; limited corporate impact disclosed.

The report documents a completed registered secondary offering executed under an Underwriting Agreement filed as an exhibit. Material governance implication is limited: the sale was by an existing stockholder and did not inject new capital into the company. The filing provides required disclosures and the underwriting agreement is available for review, but no further governance actions or changes were reported.

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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 8, 2025

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)

☐    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 ☒

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 8.01    Other Events.

On August 8, 2025, Bowhead Specialty Holdings Inc. (the “Company”) completed its registered public secondary offering (the “Offering”) of 2,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The closing of the Offering with respect to the 2,000,000 shares occurred on August 8, 2025, with gross proceeds to GPC Partners Investments (SPV III) LP (the “Selling Stockholder”) of approximately $61,300,000.

The Company did not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholder.

In connection with the Offering, the Company entered into an Underwriting Agreement, dated August 6, 2025 (the “Underwriting Agreement”), by and among the Company, the Selling Stockholder and the Underwriter. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement.

The Company has previously filed with the Securities and Exchange Commission (“SEC”) a registration statement (including a prospectus) on Form S-3 (File No. 333-287860) as supplemented by a prospectus supplement, filed with the SEC on August 7, 2025, in connection with the Offering.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
1.1						Underwriting Agreement, dated August 6, 2025, by and among Bowhead Specialty Holdings Inc., GPC Partners Investments (SPV III) LP and RBC Capital Markets, LLC.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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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.

Date: August 8, 2025

By:			/s/ Brad Mulcahey
Name:			Brad Mulcahey
Title:			Chief Financial Officer and Treasurer

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FAQ

What did Bowhead (BOW) disclose in this 8-K?

Bowhead disclosed the completion of a registered public secondary offering in which a selling stockholder sold 2,000,000 shares of common stock.

How much money did the selling stockholder raise in the offering?

The selling stockholder received approximately $61,300,000 in gross proceeds from the sale.

Did Bowhead receive any proceeds from the secondary offering?

No. The filing explicitly states the company did not receive any proceeds from the sale of the shares by the selling stockholder.

Who underwrote the offering and are the documents available?

The filing references an Underwriting Agreement among the company, the selling stockholder and the underwriter; the agreement is filed as Exhibit 1.1 to the report.

Was a registration statement used for the offering?

Yes. The company previously filed a registration statement on Form S-3 and a prospectus supplement in connection with the offering.