Schmitt Thomas N 4

What Happened

• Thomas N. Schmitt, Chief Product Officer of Skyward Specialty Insurance Group (SKWD), had performance share units (PSUs) settle on May 6, 2026. The filing shows 3,358 shares were issued upon settlement (reported as conversion/exercise, code M). To satisfy tax withholding, 1,322 shares were withheld and disposed at $43.68/share, generating $57,745 (reported under code F). After withholding, Schmitt received a net 2,036 shares (3,358 issued minus 1,322 withheld). The filing also references 2,525 PSUs awarded on Feb 27, 2023 that vested and were settled (see footnotes).

Key Details

• Transaction date: 2026-05-06; filing date: 2026-05-08 (no late filing indicated).
• Shares issued on settlement: 3,358 (code M, $0 per share reported for issuance).
• Shares withheld for taxes: 1,322 sold/withheld at $43.68 each, totaling $57,745 (code F; withholding mandated by issuer).
• Net shares received (implied): 2,036 shares.
• Shares owned after transaction: Not reported in the Form 4 provided.
• Relevant footnotes:
  • F1/F3: PSUs convert 1:1 into shares upon settlement.
  • F2: The 1,322-share disposition was mandatory withholding to cover taxes (not a discretionary sale).
  • F4: The 2,525-PSU award from Feb 27, 2023 was subject to performance through 2025, fully vested as of Dec 31, 2025 and settled upon board certification.

Context

• These were PSUs (performance-based equity awards) that vested and were settled into common stock; the transaction is not an open-market purchase or voluntary sale but a routine settlement and tax withholding.
• Withholding to cover taxes is common and typically does not signal insider intent to sell additional shares.