Kapadia Sandip A 4

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).