Bodnar Dan PK 4

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.