Skyward Specialty (SKWD) CFO details RSU vesting and tax shares withholding

Rhea-AI Filing Summary

Skyward Specialty Insurance Group EVP & CFO Mark W. Haushill reported the vesting and settlement of previously granted restricted stock units (RSUs) into common stock. On January 12, 2026, 6,665 shares were issued upon settlement of a 2023 IPO four-year RSU grant and another 6,665 shares were issued from a 2023 IPO three-year RSU grant, both at an exercise price of $0 per share. To cover tax withholding obligations tied to these vestings, the issuer withheld 2,797 shares and 2,623 shares at a price of $46.1 per share, transactions that were mandated by the company and not discretionary. Following these transactions, Haushill directly owned 133,456 shares of Skyward Specialty common stock.

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

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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)
01/12/2026

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	01/12/2026		M		6,665(1)	A	$0	132,211	D
Common Stock	01/12/2026		F(2)		2,797	D	$46.1(3)	129,414	D
Common Stock	01/12/2026		M		6,665(1)	A	$0	136,079	D
Common Stock	01/12/2026		F(2)		2,623	D	$46.1(3)	133,456	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 IPO RSU Grant (4-Year)	(4)	01/12/2026		M			6,665	(5)	(5)	Common Stock	6,665	$0	6,665	D
2023 IPO RSU Grant (3-Year)	(4)	01/12/2026		M			6,665	(6)	(6)	Common Stock	6,665	$0	0	D

Explanation of Responses:

1. Represents the number of shares that were acquired by the Reporting Person in connection with the settlement of the Restricted Stock Units ("RSUs") listed in 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 RSUs listed in Table II. The disposition is mandated by the Issuer and does not represent a discretionary transaction by the Reporting Person.

3. The number of shares withheld by the Issuer for the Reporting Owner was calculated using the closing price of the Issuer's Common Stock on the vesting date, January 12, 2026, pursuant to the Skyward Specialty Insurance Group, Inc. 2022 Long Term Incentive Plan.

4. Each RSU represents the right to receive one share of the Issuer's Common Stock upon settlement.

5. On January 12, 2023, the Reporting Person was granted an RSU Award in the amount of 13,330 RSUs. Subject to the terms of the RSU Agreement, 50% of the RSUs fully vested on January 12, 2026. Subject to the Reporting Person's continuous service the remaining 50% of the RSUs will vest on January 12, 2027.

6. On January 12, 2023, the Reporting Person was granted an RSU Award in the amount of 13,330 RSUs. Subject to the terms of the RSU Agreement, 50% of the RSUs fully vested on January 12, 2025, and the remaining 50% of the RSUs fully vested on January 12, 2026.

	/s/ Stacy E. Skelton, Attorney-in-Fact	01/14/2026
	** 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 insider activity did Skyward Specialty (SKWD) report for its CFO?

Skyward Specialty (SKWD) reported that EVP & CFO Mark W. Haushill settled previously granted RSUs into common stock and had some of those shares withheld to cover tax obligations.

How many Skyward Specialty (SKWD) RSUs vested for the CFO on January 12, 2026?

On January 12, 2026, a total of 13,330 RSUs (6,665 from a four-year IPO grant and 6,665 from a three-year IPO grant) vested and were settled into an equal number of Skyward Specialty common shares.

Were the Skyward Specialty (SKWD) share dispositions by the CFO discretionary?

No. The filing states that the share dispositions were mandated by the issuer to cover tax withholding obligations for the RSU vesting and did not represent discretionary transactions by the reporting person.

At what price were shares withheld for the CFO’s tax obligations at Skyward Specialty (SKWD)?

The number of shares withheld for tax obligations was calculated using the $46.1 per share closing price of Skyward Specialty common stock on January 12, 2026.

How many Skyward Specialty (SKWD) shares does the CFO own after these Form 4 transactions?

After the reported RSU settlements and tax withholdings, EVP & CFO Mark W. Haushill directly owned 133,456 shares of Skyward Specialty common stock.

What do the Skyward Specialty (SKWD) RSU grants reported for the CFO represent?

Each reported RSU from the 2023 IPO grants represents the right to receive one share of Skyward Specialty common stock upon settlement, with vesting schedules described in the filing footnotes.