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Skyward Specialty Insurance (SKWD) director exercises 1,797 RSUs into common stock

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

Rhea-AI Filing Summary

Skyward Specialty Insurance Group director James Charles Hays exercised a restricted stock unit award into 1,797 shares of Common Stock. The 2025 RSU award, granted on May 7, 2025, fully vested on May 5, 2026 and each RSU settled into one share at a stated price of $0.00 per share.

Following this non‑market exercise, Hays directly holds 175,858 shares of Skyward Specialty Insurance Group Common Stock. He also has indirect ownership through entities JWayne, LLC with 1,975,851 shares and Marquis Lafayette, LLC with 669,311 shares, reflecting significant continuing exposure to the company’s equity.

Positive

  • None.

Negative

  • None.
Insider Hays James Charles
Role null
Type Security Shares Price Value
Exercise 2025 RSU Award 1,797 $0.00 --
Exercise Common Stock 1,797 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: 2025 RSU Award — 0 shares (Direct, null); Common Stock — 175,858 shares (Direct, null); Common Stock — 669,311 shares (Indirect, Marquis Lafayette, LLC)
Footnotes (1)
  1. Each Restricted Stock Unit ("RSU") settles for one share of the Issuer's Common Stock. The Reporting Person is the controlling member of the entity. Each RSU represents the right to receive, at settlement, one share of Common Stock of the Issuer. On May 7, 2025, the Reporting Person was granted an RSU award of 1,797 RSUs. Subject to the terms of the award agreement, and pursuant to Board-approved accelerated vesting to coincide with the Reporting Person's director term ending at the Company's 2026 Annual Meeting of Shareholders, this award fully vested on May 5, 2026.
RSUs exercised 1,797 shares 2025 RSU award settled into Common Stock on May 5, 2026
Direct holdings after exercise 175,858 shares Common Stock held directly by James Charles Hays after RSU settlement
Indirect holdings via JWayne, LLC 1,975,851 shares Common Stock held indirectly as of May 5, 2026
Indirect holdings via Marquis Lafayette, LLC 669,311 shares Common Stock held indirectly as of May 5, 2026
RSU grant size 1,797 RSUs 2025 RSU award granted on May 7, 2025
RSU exercise price $0.00 per unit Conversion price for 2025 RSU award into Common Stock
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSU") settles for one share of the Issuer's Common Stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
RSU financial
"On May 7, 2025, the Reporting Person was granted an RSU award of 1,797 RSUs."
Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.
indirect ownership financial
"Common Stock held indirectly through JWayne, LLC and Marquis Lafayette, LLC."
accelerated vesting financial
"pursuant to Board-approved accelerated vesting to coincide with the Reporting Person's director term ending"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
X
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*
Hays James Charles
(Last)(First)(Middle)
800 GESSNER
SUITE 600
(Street)
HOUSTON TEXAS 77024
(City)(State)(Zip)
UNITED STATES
(Country)		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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/05/2026M1,797A(1)175,858D
Common Stock669,311IMarquis Lafayette, LLC(2)
Common Stock1,975,851IJWayne, LLC(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2025 RSU Award(3)05/05/2026M1,797 (4) (4)Common Stock1,797$00D
Explanation of Responses:
1. Each Restricted Stock Unit ("RSU") settles for one share of the Issuer's Common Stock.
2. The Reporting Person is the controlling member of the entity.
3. Each RSU represents the right to receive, at settlement, one share of Common Stock of the Issuer.
4. On May 7, 2025, the Reporting Person was granted an RSU award of 1,797 RSUs. Subject to the terms of the award agreement, and pursuant to Board-approved accelerated vesting to coincide with the Reporting Person's director term ending at the Company's 2026 Annual Meeting of Shareholders, this award fully vested on May 5, 2026.
/s/ Stacy E. Skelton, Attorney-in-Fact05/07/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did SKWD director James Charles Hays report?

James Charles Hays reported exercising a 2025 RSU award into 1,797 shares of Skyward Specialty Insurance Group Common Stock. This was a non‑market derivative exercise, where each restricted stock unit converted into one share at a stated price of $0.00.

How many SKWD shares does James Charles Hays hold directly after this filing?

After the RSU exercise, James Charles Hays directly holds 175,858 shares of Skyward Specialty Insurance Group Common Stock. This reflects his personal share position, separate from additional indirect holdings through limited liability companies referenced in the ownership disclosures.

What indirect SKWD shareholdings are associated with entities linked to James Charles Hays?

Indirectly, 1,975,851 shares are held through JWayne, LLC and 669,311 shares through Marquis Lafayette, LLC. A footnote states the reporting person is the controlling member of these entities, tying these indirect positions to his broader economic exposure.

Was the SKWD insider transaction an open‑market buy or sell?

No open‑market buy or sell is reported. The Form 4 shows a derivative exercise coded “M,” where 1,797 restricted stock units converted into Common Stock at $0.00 per share, reflecting equity compensation vesting rather than a market purchase or sale.

When did the RSU award for SKWD fully vest for James Charles Hays?

The 1,797‑unit RSU award fully vested on May 5, 2026. A footnote explains vesting was accelerated by the board to coincide with the end of Hays’s director term at the company’s 2026 Annual Meeting of Shareholders, triggering settlement into common shares.

What were the original grant details of the SKWD 2025 RSU award?

On May 7, 2025, James Charles Hays received a 2025 RSU award covering 1,797 restricted stock units. Each RSU entitled him to receive one share of Skyward Specialty Insurance Group Common Stock upon settlement, subject to the applicable award agreement and vesting terms.