Bodnar Dan PK 4

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

AI-generated summary of this filing

Updated May 8, 2026

Skyward (SKWD) CIO Dan Bodnar Settles PSUs, Sells Shares for Taxes

What Happened

Dan Bodnar, Chief Information Officer of Skyward Specialty Insurance Group (SKWD), had Performance Share Units (PSUs) settle on May 6, 2026. The filing shows an acquisition/settlement of 2,686 shares (derivative conversion at $0.00) and a separate conversion of 2,020 PSUs. To cover tax withholding, 1,004 shares were disposed (withheld) at $43.68 per share for a total value of $43,855. The transactions reflect settlement of equity awards, not an open-market purchase or voluntary sale.

Key Details

Transaction date: 2026-05-06; Form 4 filed 2026-05-08 (timely).
Shares acquired via settlement/conversion: 2,686 shares (reported as derivative exercise/conversion at $0.00).
Additional derivative conversion reported: 2,020 PSUs (see footnote).
Shares disposed/withheld for taxes: 1,004 shares at $43.68 each = $43,855 (mandatory withholding; not discretionary).
Shares owned after the transactions: not disclosed in the provided excerpt of the filing.
Notable footnotes: F1–F4 explain these were PSUs (each PSU = 1 share), 1,004 shares were withheld to satisfy tax obligations (mandated by issuer), and the 2,020 PSUs were awarded 2/27/2023 with a 2023–2025 performance period that fully vested 12/31/2025.

Context

These were settlements of performance-based equity awards (PSUs). The withholding of shares to cover taxes is a routine, issuer-mandated step (a cashless settlement component) and does not necessarily indicate a discretionary sale by the insider.
PSUs are compensation tied to performance metrics; F4 notes the 2023 award had a 0–150% payout range and was certified as vested for the 2023–2025 performance period.

Form 4Exit

Period: 2026-05-06

Chief Information Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-05-06+2,686→ 29,151 total
Tax Payment
Common Stock
[F2]
2026-05-06$43.68/sh−1,004$43,855→ 28,147 total
Exercise/Conversion
2023 LTIP - PSUs
[F3][F4]
2026-05-06−2,020→ 0 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

1 file