UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2025

Bowhead Specialty Holdings Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-42111	87-1433334
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

452 Fifth Avenue

New York, New York 10018

(Address of principal executive offices)

(212) 970-0269

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BOW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 under the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On August 8, 2025, Bowhead Specialty Holdings Inc. (the “Company”) completed its registered public secondary offering (the “Offering”) of 2,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The closing of the Offering with respect to the 2,000,000 shares occurred on August 8, 2025, with gross proceeds to GPC Partners Investments (SPV III) LP (the “Selling Stockholder”) of approximately $61,300,000.

The Company did not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholder.

In connection with the Offering, the Company entered into an Underwriting Agreement, dated August 6, 2025 (the “Underwriting Agreement”), by and among the Company, the Selling Stockholder and the Underwriter. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement.

The Company has previously filed with the Securities and Exchange Commission (“SEC”) a registration statement (including a prospectus) on Form S-3 (File No. 333-287860) as supplemented by a prospectus supplement, filed with the SEC on August 7, 2025, in connection with the Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
1.1						Underwriting Agreement, dated August 6, 2025, by and among Bowhead Specialty Holdings Inc., GPC Partners Investments (SPV III) LP and RBC Capital Markets, LLC.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 8, 2025


By:			/s/ Brad Mulcahey
Name:			Brad Mulcahey
Title:			Chief Financial Officer and Treasurer

Bowhead Specialty Holdings Inc. 8-K