Kapadia Sandip A 4

What Happened

• Sandip Kapadia, Head of Actuarial at Skyward Specialty Insurance Group (SKWD), had performance shares/derivatives settle into common stock and had shares withheld to cover taxes, and on Feb 25, 2026 received new equity awards.
• Reported activity includes a gross conversion/settlement of vested PSUs/derivatives (2,343 shares reported as acquired on Feb 25, 2026 and a related conversion of 2,020 PSUs), a tax-withholding disposition of 847 shares on Feb 26, 2026 (847 x $45.89 = $38,869), and three awards granted on Feb 25, 2026 totaling 10,094 units (2,884 RSUs, 2,884 PSUs, 4,326 RSUs). These awards are not purchases of stock but compensation grants/derivative settlements.

Key Details

• Transaction dates: conversions/awards dated Feb 25, 2026; tax-withholding disposition dated Feb 26, 2026; Form 4 filed Feb 27, 2026 (appears timely).
• Tax withholding: 847 shares were withheld to cover tax obligations at $45.89/share for ~$38,869 (disposition code F). The filing notes this withholding was mandated by the issuer and not a discretionary sale.
• New awards (granted Feb 25, 2026): 2,884 RSUs (100% vest 1/1/2029), 2,884 PSUs (0–200% payout based on performance; vests 12/31/2028), 4,326 RSUs (50% vests 1/1/2029, 50% vests 1/1/2030).
• Vested award settled: 2,020 PSUs were from a 2023 award that fully vested Dec 31, 2025 and were settled upon Compensation Committee certification (each PSU = one share).
• Transaction codes: M = exercise/conversion of derivative, A = award/grant, F = payment of exercise price or tax withholding. The F disposition reflects mandated withholding, not an open-market sale.
• Shares owned after the transactions are not reported in the excerpt provided.

Context

• These transactions are largely compensation-related (vesting and grants), not open-market purchases or voluntary sales that typically signal a trading view. The tax-withholding disposition is a routine, issuer-mandated withholding to satisfy tax obligations after PSU settlement (effectively a cashless settlement element).
• PSUs and RSUs represent rights to future shares; PSUs may pay out more or fewer shares depending on performance targets. These awards vest over multi-year schedules, so they reflect long-term compensation rather than immediate trading.