Bodnar Dan PK 4

What Happened

• Dan Bodnar, Chief Information Officer of Skyward Specialty Insurance Group (SKWD), had performance share units (PSUs) settle into common stock and received new equity awards on Feb 25, 2026. The filing shows derivative settlements/exercises that resulted in share issuance (reported at $0 exercise price) and a subsequent mandatory withholding of 876 shares on Feb 26, 2026 to cover tax obligations at $45.89 per share (total ~$40,200).
• Specific items reported: 2,343 shares acquired via exercise/conversion of a derivative (reported at $0); 2,020 shares from a previously awarded 2023 PSU grant that vested and settled; and new grants on Feb 25, 2026 of 1,261 RSUs, 1,261 PSUs, and 4,326 RSUs (all reported at $0). The new RSU/PSU awards are subject to time and/or performance vesting (see Key Details).

Key Details

• Transaction dates and prices:
  • Feb 25, 2026: Multiple derivative exercises/settlements (reported at $0 per share) and grants (1,261 RSUs; 1,261 PSUs; 4,326 RSUs).
  • Feb 26, 2026: 876 shares withheld to satisfy tax withholding at $45.89/share (value reported $40,200).
• Shares owned after the transactions: Not specified in this Form 4.
• Notable footnotes:
  • F1/F3/F4: The settlement included PSUs (each convertible to one share). A 2,020-PSU award from Feb 27, 2023 (performance period 2023–2025, payout 0–150%) fully vested and was settled upon committee certification.
  • F2: The 876-share disposition was issuer-mandated withholding to cover taxes and was not a discretionary sale by the reporting person.
  • F5–F8: New RSU and PSU grants (1,261 RSUs; 1,261 PSUs; 4,326 RSUs) granted Feb 25, 2026 are subject to future service and/or performance vesting (vesting dates Jan 1, 2029; Dec 31, 2028; Jan 1, 2029/2030 respectively; the 1,261 PSU payout range is 0–200%).
• Timeliness: Report filed Feb 27, 2026 for transactions on Feb 25–26, 2026 — appears timely (not flagged as late).

Context

• These transactions are mostly compensation-related: PSUs vested/converted into shares and new RSU/PSU awards were granted. The $0 exercise/conversion price indicates settlement of equity awards rather than a cash purchase.
• The withholding of 876 shares is a common, issuer-mandated tax-withholding action (cashless-like) and should not be treated as an open-market sale reflecting insider sentiment.
• For retail investors: such award settlements and planned vesting schedules are normal executive compensation activity; purchases would be more indicative of a direct bullish stake, while these entries primarily reflect compensation realization and future incentives.