Skyward Specialty Insurance Group, Inc.·4

May 8, 4:54 PM ET

Kapadia Sandip A 4

4 · Skyward Specialty Insurance Group, Inc. · Filed May 8, 2026

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Skyward (SKWD) Head of Actuarial Sandip Kapadia Settles PSUs, Withholds Shares

What Happened
Sandip Kapadia, Head of Actuarial at Skyward Specialty Insurance Group (SKWD), had Performance Share Units (PSUs) that vested and were settled on May 6, 2026. The settlement resulted in 2,686 shares being issued to him (conversion of PSUs). To cover tax withholding obligations, 1,374 of those shares were withheld by the issuer and recorded as a disposition at $43.68 per share, totaling $60,016. The reporting also shows the 2,020 PSUs (the original award) as settled/cancelled upon conversion.

Key Details

  • Transaction date: 2026-05-06; Form filed: 2026-05-08 (timely filing).
  • Received/converted: 2,686 shares (derivative conversion/exercise, code M) at $0.00 reported price (these are shares issued on settlement of PSUs).
  • Shares withheld for taxes: 1,374 shares disposed (code F) at $43.68 each, proceeds $60,016 — withholding mandated by the issuer (not an open-market sale).
  • Related PSU award: 2,020 PSUs were originally granted on Feb 27, 2023 (each PSU = 1 share); performance period Jan 1, 2023–Dec 31, 2025; award vested (0–150% payout range) and fully vested/settled after Compensation Committee certification.
  • Net shares delivered to Kapadia from this settlement: 2,686 issued − 1,374 withheld = 1,312 shares retained.
  • Shares owned after transaction: not shown in the provided excerpt of the filing.

Context
This was a settlement of performance-based equity (PSUs), not an open-market purchase or voluntary sale. The withholding of shares to satisfy tax obligations is routine and mandated by the issuer; it should not be interpreted as a discretionary sale. The filing indicates a net issuance of equity to the insider (1,312 net shares received).

Insider Transaction Report

Form 4
Period: 2026-05-06
Kapadia Sandip A
Head of Actuarial
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-05-06+2,68619,727 total
  • Tax Payment

    Common Stock

    [F2]
    2026-05-06$43.68/sh1,374$60,01618,353 total
  • Exercise/Conversion

    2023 LTIP - PSUs

    [F3][F4]
    2026-05-062,0200 total
    Common Stock (2,020 underlying)
Footnotes (4)
  • [F1]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.
  • [F2]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.
  • [F3]Each PSU represents the right to receive one share of the Issuer's Common Stock upon settlement.
  • [F4]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.
Signature
/s/ Stacy E. Skelton, Attorney-in-Fact|2026-05-08

Documents

1 file
  • 4
    form4-05082026_080503.xmlPrimary