Form 4: Gallatin Point reduces stake via underwritten offering in Bowhead (BOW)

Rhea-AI Filing Summary

Gallatin Point Capital LLC and affiliated reporting persons disclosed an insider sale of Bowhead Specialty Holdings Inc. (BOW) common stock on 08/08/2025. The filing reports shares were sold in connection with an underwritten public offering at a price of $30.66 per share. The report lists a disposition of 2,000,000 shares and shows indirect beneficial ownership of 8,968,445 shares following the transaction. The sellers are reported as Gallatin Point Capital LLC, GPC Partners GP LLC, GPC Partners Investments (SPV III) LP, and Lewis A. (Lee) Sachs.

The filing explains the ownership chain: Gallatin Point manages GPC Partners GP LLC, which is general partner of the GPC Fund, and Matthew Botein and Lewis Sachs collectively make voting and investment decisions for the fund. The GPC Fund has a Voting Agreement dated May 22, 2024 with American Family Mutual Insurance Company, S.I., and the reporting persons disclaim beneficial ownership of shares owned by AFMIC to the extent applicable. Matthew Botein is deputized to represent the reporting persons on the Issuer's board.

Positive

• Transaction executed through an underwritten public offering, providing a transparent market mechanism at a disclosed price of $30.66 per share.
• Reporting persons retain substantial indirect ownership after the transaction (8,968,445 shares), indicating continued economic interest.

Negative

• Reported disposition of 2,000,000 shares reduces the reporting persons' stake.
• Layered ownership and a Voting Agreement with AFMIC may complicate clarity of beneficial ownership and coordinated voting arrangements.

Insights

Financial Analyst

TL;DR: Reporting persons sold 2,000,000 BOW shares at $30.66; indirect holdings remain 8,968,445 shares, transaction via underwritten offering.

The Form 4 documents a market-based disposal executed through an underwritten public offering, with an explicit per-share price of $30.66 and a reported disposition of 2,000,000 shares. Post-transaction indirect beneficial ownership is reported as 8,968,445 shares. No derivative positions are shown on the filing. The sale size and price are explicit; the filing does not disclose proceeds retained by each reporting entity. Impact is transactional rather than signaling corporate change.

Corporate Governance Expert

TL;DR: Ownership is layered and governed by a voting agreement; Matthew Botein is deputized on the board for the reporting persons.

The filing details a layered ownership and management structure: Gallatin Point manages the GP, which is the general partner of the GPC Fund, and two managing partners make voting and investment decisions. A Voting Agreement dated May 22, 2024 with American Family Mutual Insurance Company is disclosed, and the reporting persons disclaim beneficial ownership of AFMIC-held shares as applicable. The deputization of Matthew Botein to the board is explicitly stated. These facts affect clarity of voting control and beneficial ownership attribution but are presented as factual disclosures, not as changes to governance terms.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gallatin Point Capital LLC

(Last) (First) (Middle)

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bowhead Specialty Holdings Inc. [ BOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2025		S(1)		2,000,000	D	$30.66	8,968,445	I	See footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Gallatin Point Capital LLC

(Last) (First) (Middle)

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GPC Partners GP LLC

(Last) (First) (Middle)

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GPC Partners Investments (SPV III) LP

(Last) (First) (Middle)

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sachs Lewis A

(Last) (First) (Middle)

660 STEAMBOAT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The shares were sold in connection with an underwritten public offering of the Issuer's common stock at a price per share of $30.66.

2. Shares held by GPC Partners Investments (SPV III) LP ("GPC Fund"). Gallatin Point Capital LLC ("Gallatin Point") is the manager of GPC Partners GP LLC ("GPC GP"), which is the general partner of GPC Fund. Matthew Botein and Lewis (Lee) Sachs are the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point and collectively make voting and investment decisions on behalf of GPC Fund. Each Reporting Person disclaims Section 16 beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act").

3. GPC Fund and American Family Mutual Insurance Company, S.I. ("AFMIC") are parties to a Voting Agreement dated as of May 22, 2024, and each may be deemed to be members of a "group," as defined in Rule 13d-5 under the Exchange Act. The share ownership reported herein does not include any shares of the common stock owned by AFMIC, and each Reporting Person disclaims beneficial ownership of any shares of the common stock owned by AFMIC to the extent GPC Fund and AFMIC may be deemed to be members of a group.

Remarks:

Matthew Botein, a Co-Founder and Managing Partner of Gallatin Point, serves on the board of directors of the Issuer, and has been deputized to represent the Reporting Persons on the Issuer's board of directors. By virtue of Mr. Botein's representation, for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Botein has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.

	GPC Partners Investments (SPV III) LP, By: GPC Partners GP LLC, its General Partner, By: Gallatin Point Capital LLC, its Manager, By: /s/ Lewis A. (Lee) Sachs, Managing Partner	08/08/2025
	GPC Partners GP LLC, By: Gallatin Point Capital LLC, its Manager, By: /s/ Lewis A. (Lee) Sachs, Managing Partner	08/08/2025
	Gallatin Point Capital LLC, its Manager, By: /s/ Lewis A. (Lee) Sachs, Managing Partner	08/08/2025
	/s/ Lewis A. (Lee) Sachs	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did Gallatin Point report for Bowhead (BOW)?

The filing reports a sale in connection with an underwritten public offering on 08/08/2025, with a reported disposition of 2,000,000 shares at $30.66 per share.

How many BOW shares do the reporting persons beneficially own after the transaction?

The Form 4 shows indirect beneficial ownership of 8,968,445 shares following the reported transaction.

Who filed the Form 4 for BOW?

The filing was submitted by Gallatin Point Capital LLC, GPC Partners GP LLC, GPC Partners Investments (SPV III) LP, and Lewis A. (Lee) Sachs.

Is there any voting agreement disclosed in the filing?

Yes. The filing discloses a Voting Agreement dated May 22, 2024 between the GPC Fund and American Family Mutual Insurance Company, S.I.

Does the Form 4 report any derivative securities for BOW?

No. Table II of the filing (derivative securities) contains no reported transactions or holdings.

Who represents the reporting persons on Bowhead's board?

The filing states that Matthew Botein, a Co-Founder and Managing Partner of Gallatin Point, serves on the Issuer's board and has been deputized to represent the reporting persons.