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Skyward Specialty (SKWD) CFO granted new RSUs and PSUs, PSU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Skyward Specialty Insurance Group EVP & CFO Mark W. Haushill reported multiple equity compensation moves. He acquired 3,787 common shares through settlement of previously granted performance share units (PSUs), then had 1,436 shares withheld at $45.89 per share to cover tax obligations, leaving him with 136,412 directly held common shares.

On February 25, 2026, he also received new long-term incentive awards: 4,326 restricted stock units (RSUs) that are scheduled to vest on January 1, 2029, plus two PSU grants of 4,326 units each that can vest between 0% and 200% based on performance through December 31, 2028. A prior 3,787-PSU award for the 2023–2025 period fully vested on December 31, 2025 and settled after Compensation Committee certification.

Positive

  • None.

Negative

  • None.

Insights

Routine equity vesting and new long-term awards, with tax shares withheld.

The filing shows Mark W. Haushill, EVP & CFO of Skyward Specialty Insurance Group, settling a prior PSU award of 3,787 units into common stock and having 1,436 shares withheld at $45.89 to satisfy tax obligations. The company notes this disposition was mandated and not a discretionary trade.

He also received new long-term incentives: 4,326 RSUs vesting on January 1, 2029 and two PSU awards of 4,326 units each, all directly held. The PSUs can vest from 0% to as high as 200% of target based on performance through December 31, 2028, while a prior 2023 PSU grant vested in full on December 31, 2025 after performance certification.

These transactions are typical executive compensation mechanics—award settlement, tax withholding, and fresh grants—and do not by themselves signal a change in sentiment. Future company filings will indicate how many of the new PSUs ultimately vest based on performance outcomes.

Insider HAUSHILL MARK W
Role EVP & CFO, Skyward Group
Type Security Shares Price Value
Tax Withholding Common Stock 1,436 $45.89 $66K
Exercise 2023 LTIP - PSUs 3,787 $0.00 --
Grant/Award 2026 LTIP - RSUs 4,326 $0.00 --
Grant/Award 2026 LTIP - PSUs 4,326 $0.00 --
Grant/Award 2026 LTIP - PSUs 4,326 $0.00 --
Exercise Common Stock 4,392 $0.00 --
Holdings After Transaction: Common Stock — 136,412 shares (Direct); 2023 LTIP - PSUs — 0 shares (Direct); 2026 LTIP - RSUs — 4,326 shares (Direct); 2026 LTIP - PSUs — 4,326 shares (Direct)
Footnotes (1)
  1. Represents the number of shares that were acquired by the Reporting Person in connection with the settlement of the Performance Share Units ("PSUs") listed in Line I of Table II. The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting and settlement of the PSUs listed in Line I of Table II. The disposition is mandated by the Issuer and does not represent a discretionary transaction by the Reporting Person. Each PSU represents the right to receive one share of the Issuer's Common Stock upon settlement. On February 27, 2023, the Reporting Person was awarded 3,787 PSUs. The PSUs are subject to obtaining specified performance criteria from January 1, 2023 through December 31, 2025. The number of PSUs subject to vest under this award can range from 0% to 150% of the amount shown. This award fully vested on December 31, 2025 and settled upon certification by the Compensation Committee of the Board of Directors. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Common Stock upon settlement. On February 25, 2026, the Reporting Person was granted an RSU Award in the amount of 4,326 RSUs. Subject to the Reporting Person's continuous service through the vesting date, 100% of the RSUs shall vest on January 1, 2029. On February 25, 2026, the Reporting Person was granted 4,326 PSUs. Each PSU is equivalent to one share of the Issuer's Common Stock. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of performance condition targets during the requisite service period. This award fully vests on December 31, 2028. On February 25, 2026, the Reporting Person was granted 4,326 PSUs. Each PSU is equivalent to one share of the Issuer's Common Stock. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of performance condition targets during the requisite service period. This award fully vests on December 31, 2028.
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*
HAUSHILL MARK W

(Last) (First) (Middle)
800 GESSNER
SUITE 600

(Street)
HOUSTON TX 77024

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Skyward Specialty Insurance Group, Inc. [ SKWD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CFO, Skyward Group
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 02/25/2026 M 4,392(1) A $0 137,848 D
Common Stock 02/26/2026 F(2) 1,436 D $45.89 136,412 D
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
2023 LTIP - PSUs (3) 02/25/2026 M 3,787 (4) (4) Common Stock 3,787 $0 0 D
2026 LTIP - RSUs (5) 02/25/2026 A 4,326 (6) (6) Common Stock 4,326 $0 4,326 D
2026 LTIP - PSUs (7) 02/25/2026 A 4,326 (7) (7) Common Stock 4,326 $0 4,326 D
2026 LTIP - PSUs (8) 02/25/2026 A 4,326 (8) (8) Common Stock 4,326 $0 4,326 D
Explanation of Responses:
1. Represents the number of shares that were acquired by the Reporting Person in connection with the settlement of the Performance Share Units ("PSUs") listed in Line I of Table II.
2. The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting and settlement of the PSUs listed in Line I of Table II. The disposition is mandated by the Issuer and does not represent a discretionary transaction by the Reporting Person.
3. Each PSU represents the right to receive one share of the Issuer's Common Stock upon settlement.
4. On February 27, 2023, the Reporting Person was awarded 3,787 PSUs. The PSUs are subject to obtaining specified performance criteria from January 1, 2023 through December 31, 2025. The number of PSUs subject to vest under this award can range from 0% to 150% of the amount shown. This award fully vested on December 31, 2025 and settled upon certification by the Compensation Committee of the Board of Directors.
5. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Common Stock upon settlement.
6. On February 25, 2026, the Reporting Person was granted an RSU Award in the amount of 4,326 RSUs. Subject to the Reporting Person's continuous service through the vesting date, 100% of the RSUs shall vest on January 1, 2029.
7. On February 25, 2026, the Reporting Person was granted 4,326 PSUs. Each PSU is equivalent to one share of the Issuer's Common Stock. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of performance condition targets during the requisite service period. This award fully vests on December 31, 2028.
8. On February 25, 2026, the Reporting Person was granted 4,326 PSUs. Each PSU is equivalent to one share of the Issuer's Common Stock. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of performance condition targets during the requisite service period. This award fully vests on December 31, 2028.
/s/ Stacy E. Skelton, Attorney-in-Fact 02/27/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Skyward Specialty (SKWD) CFO Mark Haushill report in this Form 4?

He reported settlement of 3,787 performance share units into common stock, withholding 1,436 shares at $45.89 for taxes, and new grants of 4,326 RSUs plus two PSU awards of 4,326 units each under long-term incentive plans.

How many Skyward Specialty (SKWD) shares does the CFO hold after these transactions?

After the reported transactions, EVP & CFO Mark Haushill directly holds 136,412 shares of Skyward Specialty common stock. This reflects PSU settlement into shares and the mandated withholding of 1,436 shares to cover tax obligations tied to that vesting event.

What new RSU award did the Skyward Specialty (SKWD) CFO receive?

On February 25, 2026, he received an RSU award of 4,326 units, each representing one share of common stock. Subject to continued service, 100% of these RSUs are scheduled to vest on January 1, 2029, aligning incentives with longer-term company performance.

What are the terms of the new PSU grants to the Skyward Specialty (SKWD) CFO?

He was granted two performance share unit awards of 4,326 units each on February 25, 2026. Each PSU equals one common share, with vesting ranging from 0% to 200% of the target amount based on performance targets through December 31, 2028.

Was the Skyward Specialty (SKWD) CFO’s share disposition a discretionary sale?

No. The 1,436-share disposition was to cover tax withholding obligations tied to PSU vesting. The company specifies this withholding was mandated by the issuer and does not represent a discretionary transaction by EVP & CFO Mark Haushill in the open market.

What happened to the Skyward Specialty (SKWD) 2023 PSU award reported by the CFO?

The 2023 grant of 3,787 PSUs was subject to performance criteria from January 1, 2023 to December 31, 2025, with a 0%–150% vesting range. The award fully vested on December 31, 2025 and settled after the Compensation Committee certified performance results.