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Skyward Specialty (NASDAQ: SKWD) CIO logs PSU settlement, new RSU and PSU grants

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

Rhea-AI Filing Summary

Skyward Specialty Insurance Group Chief Information Officer Dan PK Bodnar reported multiple equity compensation transactions. On February 25, he acquired 2,343 shares of common stock through the exercise and settlement of 2,020 performance share units and received new equity awards, including 1,261 RSUs, 1,261 PSUs, and 4,326 additional RSUs under long-term incentive plans.

Footnotes explain that the 2023 PSUs vested based on performance criteria through December 31, 2025, and that the new 2026 RSU and PSU awards vest between December 31, 2028 and January 1, 2030, subject to continued service and performance conditions. On February 26, 876 shares of common stock were disposed of at $45.89 per share to cover tax withholding obligations required by the company, rather than a discretionary market sale. After these transactions, Bodnar directly owned 26,465 shares of common stock.

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Insider Bodnar Dan PK
Role Chief Information Officer
Type Security Shares Price Value
Tax Withholding Common Stock 876 $45.89 $40K
Exercise 2023 LTIP - PSUs 2,020 $0.00 --
Grant/Award 2026 LTIP - RSUs 1,261 $0.00 --
Grant/Award 2026 LTIP - PSUs 1,261 $0.00 --
Grant/Award 2026 Bright Future - RSUs 4,326 $0.00 --
Exercise Common Stock 2,343 $0.00 --
Holdings After Transaction: Common Stock — 26,465 shares (Direct); 2023 LTIP - PSUs — 0 shares (Direct); 2026 LTIP - RSUs — 1,261 shares (Direct); 2026 LTIP - PSUs — 1,261 shares (Direct); 2026 Bright Future - RSUs — 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 2,020 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 1,261 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 1,261 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 an RSU Award in the amount of 4,326 RSUs. Subject to the terms of the RSU Agreement and the Reporting Person's continuous service through the vesting dates, 50% of the RSUs shall vest on January 1, 2029 and the remaining 50% of the RSUs will vest on January 1, 2030.
Form 4 Insider Transactions: What Each Field Means →
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*
Bodnar Dan PK
(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)
Chief Information Officer
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 2,343(1) A $0 27,341 D
Common Stock 02/26/2026 F(2) 876 D $45.89 26,465 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 2,020 (4) (4) Common Stock 2,020 $0 0 D
2026 LTIP - RSUs (5) 02/25/2026 A 1,261 (6) (6) Common Stock 1,261 $0 1,261 D
2026 LTIP - PSUs (7) 02/25/2026 A 1,261 (7) (7) Common Stock 1,261 $0 1,261 D
2026 Bright Future - RSUs (5) 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 2,020 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 1,261 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 1,261 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 an RSU Award in the amount of 4,326 RSUs. Subject to the terms of the RSU Agreement and the Reporting Person's continuous service through the vesting dates, 50% of the RSUs shall vest on January 1, 2029 and the remaining 50% of the RSUs will vest on January 1, 2030.
/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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did SKWD executive Dan PK Bodnar report on this Form 4?

Dan PK Bodnar reported settling 2,020 performance share units into 2,343 common shares, receiving several new RSU and PSU grants, and having 876 common shares withheld to satisfy tax obligations related to the PSU settlement and vesting.

How many Skyward Specialty (SKWD) shares does Dan PK Bodnar hold after these transactions?

After the reported transactions, Dan PK Bodnar directly owned 26,465 shares of Skyward Specialty Insurance Group common stock. This balance reflects both the PSU settlement into common stock and the shares withheld to cover mandated tax withholding obligations.

Were any of Dan PK Bodnar’s SKWD share dispositions open-market sales?

No, the 876-share disposition at $45.89 per share was not an open-market sale. Footnotes state the shares were withheld by the company to satisfy tax withholding obligations upon PSU vesting and settlement, and did not represent a discretionary transaction.

What new equity awards did SKWD grant to Dan PK Bodnar on February 25, 2026?

On February 25, 2026, Dan PK Bodnar received three new awards: 1,261 RSUs under a 2026 LTIP, 1,261 PSUs under a 2026 LTIP, and 4,326 RSUs under a 2026 Bright Future program, each convertible into common shares upon vesting.

When do Dan PK Bodnar’s new SKWD RSU and PSU awards vest?

The 1,261 RSUs vest 100% on January 1, 2029, if service continues. The 1,261 PSUs vest fully on December 31, 2028, based on performance. The 4,326 RSUs vest 50% on January 1, 2029 and 50% on January 1, 2030, subject to service conditions.

How were the 2,020 PSUs originally granted to SKWD’s Dan PK Bodnar structured?

The 2,020 PSUs were granted on February 27, 2023, with performance measured from January 1, 2023 through December 31, 2025. Footnotes state the vesting range could be 0% to 150% of the original amount, and the award settled after Compensation Committee certification.