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.
Positive
None.
Negative
None.
Insights
Large holder discloses 27.4% stake with sole voting power.
GPC Partners (SPV III) LP and affiliates report beneficial ownership of 8,968,445 Bowhead shares, equal to 27.4% of the class. The filing specifies sole voting and sole dispositive power over the same shares, indicating centralized decision authority within the reporting group.
The percentage is based on 32,782,974 shares outstanding as of September 30, 2025. A Voting Agreement with AFMIC is disclosed; the reporting persons disclaim beneficial ownership of AFMIC's shares, so only the GPC-held shares are counted here.
Implications depend on future actions by the holder and the issuer’s capital changes disclosed in subsequent filings.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Bowhead Specialty Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
10240L102
(CUSIP Number)
09/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
10240L102
1
Names of Reporting Persons
GPC Partners Investments (SPV III) LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,968,445.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,968,445.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,968,445.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
27.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
The percent of class was calculated based on 32,782,974 shares of Common Stock outstanding as of September 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025.
SCHEDULE 13G
CUSIP No.
10240L102
1
Names of Reporting Persons
GPC Partners GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,968,445.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,968,445.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,968,445.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
27.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
The percent of class was calculated based on 32,782,974 shares of Common Stock outstanding as of September 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025.
SCHEDULE 13G
CUSIP No.
10240L102
1
Names of Reporting Persons
Gallatin Point Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,968,445.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,968,445.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,968,445.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
27.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
The percent of class was calculated based on 32,782,974 shares of Common Stock outstanding as of September 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025.
SCHEDULE 13G
CUSIP No.
10240L102
1
Names of Reporting Persons
Matthew B. Botein
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,968,445.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,968,445.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,968,445.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
27.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
The percent of class was calculated based on 32,782,974 shares of Common Stock outstanding as of September 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025.
SCHEDULE 13G
CUSIP No.
10240L102
1
Names of Reporting Persons
Lewis A. Sachs
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,968,445.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,968,445.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,968,445.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
27.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
The percent of class was calculated based on 32,782,974 shares of Common Stock outstanding as of September 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Bowhead Specialty Holdings Inc.
(b)
Address of issuer's principal executive offices:
452 Fifth Avenue, New York, NY 10018
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed by:
(i) GPC Partners Investments (SPV III) LP, a Delaware limited partnership ("GPC Fund");
(ii) GPC Partners GP LLC, a Delaware limited liability company ("GPC GP");
(iii) Gallatin Point Capital LLC, a Delaware limited liability company ("Gallatin Point");
(iv) Matthew B. Botein, a citizen of the United States of America; and
(v) Lewis A. (Lee) Sachs, a citizen of the United States of America.
GPC Fund is the direct holder of the securities listed this Schedule 13G. Gallatin Point is the managing member of GPC GP, which is the general partner of GPC Fund. Matthew B. Botein and Lewis A. (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.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is 660 Steamboat Road, Greenwich CT 06830.
(c)
Citizenship:
See Item 2(a) above.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
10240L102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
GPC Fund directly owns 8,968,445 shares of Common Stock of the Issuer. GPC GP, as the general partner of GPC Fund, Gallatin Point, as the Managing Member of GPC GP, and Messrs. Botein and Sachs, as the Co-Founders and Managing Partners of the ultimate parent of Gallatin Point, may each be deemed to have voting and dispositive power over the shares held directly by GPC Fund.
(b)
Percent of class:
The shares directly owned by GPC Fund represent approximately 27.4% of the Common Stock of the Issuer. The percent of class was calculated based on 32,782,974 shares of Common Stock outstanding as of September 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
GPC Fund: 8,968,445 shares of Common Stock;
GPC GP: 8,968,445 shares of Common Stock;
Gallatin Point: 8,968,445 shares of Common Stock;
Mr. Botein: 8,968,445 shares of Common Stock;
Mr. Sachs: 8,968,445 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
N/A
(iii) Sole power to dispose or to direct the disposition of:
GPC Fund: 8,968,445 shares of Common Stock;
GPC GP: 8,968,445 shares of Common Stock;
Gallatin Point: 8,968,445 shares of Common Stock;
Mr. Botein: 8,968,445 shares of Common Stock;
Mr. Sachs: 8,968,445 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
N/A
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
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.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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