Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hill Kirby

(Last)

(First)

(Middle)

800 GESSNER ROAD

SUITE 600

(Street)

HOUSTON

TX

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Skyward Specialty Insurance Group, Inc. [ SKWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT - INDUSTRY SOLUTIONS

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/06/2025		M		6,316	A	⁽¹⁾	15,102	D
Common Stock	03/06/2025		S⁽²⁾		2,562	D	$50.2399⁽³⁾	12,540	D
Common Stock	03/06/2025		M		6,665	A	⁽⁴⁾	19,205	D
Common Stock	03/06/2025		S⁽²⁾		2,707	D	$50.2399⁽³⁾	16,498	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2022 LTIP - PSUs	⁽¹⁾	03/06/2025		M			6,316	⁽⁵⁾	⁽⁵⁾	Common Stock	6,316	$0	0	D
2023 IPO RSU Grant (3-Year)⁽⁶⁾	⁽⁴⁾	03/06/2025		M			6,665	⁽⁶⁾	⁽⁶⁾	Common Stock	6,665	$0	6,665	D

Explanation of Responses:

1. Each Performance Stock Unit ("PSU") represents the right to receive, at settlement, one share of Common Stock of the Issuer.

2. Sales to cover taxes and fees incurred in connection with the vesting and settlement of the Reporting Person's RSUs and PSUs reported on this Form 4.

3. Prices reported in Column 4 are weighted average prices. Shares were sold in multiple transactions at prices ranging from $49.53- $51.47, inclusive (weighted average of $50.2399). Reporting Person undertakes to provide to issuer or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within ranges set forth herein.

4. Each Restricted Stock Unit ("RSU") represents the right to receive, at settlement, one share of Common Stock of the Issuer.

5. On January 1, 2022, the Reporting Person was awarded 5,445 PSUs. The PSUs are subject to obtaining specified performance criteria from January 1, 2022 through December 31, 2024. Each PSU is equivalent to one share of the Company's Common Stock. 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 January 1, 2025 and settled upon certification by the Compensation Committee.

6. On January 12, 2023, in conjunction with the Company's IPO the Reporting Person was granted an RSU award in the amount of 13,330 RSUs; 6,665 of the RSUs vested on January 12, 2025 and settled on March 6, 2025. The remaining 6,665 RSUs will fully vest on January 12, 2026 subject to the Reporting Person's continuous service through the vesting date.

	/s/ Stacy E. Skelton, Attorney-in-Fact	03/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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