Bowhead Specialty Holdings Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share BOW NYSE Indicate by ch
• $150,000,000 — blic offering (the "Notes Offering") of $150,000,000 aggregate principal amount of its 7.750

Filing Documents

• ef20059962_8k.htm (8-K) — 39KB
• ef20059962_ex1-1.htm (EX-1.1) — 232KB
• ef20059962_ex4-1.htm (EX-4.1) — 582KB
• ef20059962_ex4-2.htm (EX-4.2) — 128KB
• ef20059962_ex5-1.htm (EX-5.1) — 38KB
• image00001.jpg (GRAPHIC) — 9KB
• 0001140361-25-043369.txt ( ) — 1343KB
• bow-20251120.xsd (EX-101.SCH) — 4KB
• bow-20251120_lab.xml (EX-101.LAB) — 22KB
• bow-20251120_pre.xml (EX-101.PRE) — 16KB
• ef20059962_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. 7.750% Senior Notes due 2030 On November 25, 2025, Bowhead Specialty Holdings Inc. (the "Company") completed the public offering (the "Notes Offering") of $150,000,000 aggregate principal amount of its 7.750% Senior Notes due 2030 (the "Notes"). The Notes were registered pursuant to the Company's registration statement on Form S-3 (File No. 333-287859) (the "Registration Statement") and were offered pursuant to the prospectus supplement, dated November 20, 2025, to the prospectus, dated June 18, 2025. The Company intends to use the net proceeds from the offering to make capital contributions to its insurance company subsidiary to grow its business and for other general corporate purposes. In connection with the Notes Offering, the Company entered into an underwriting agreement, dated November 20, 2025, among the Company and Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co., as representatives of the several underwriters named therein (the "Underwriting Agreement"). 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. Indenture The Notes were issued pursuant to an indenture, dated as of November 25, 2025 (the "Base Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by a First Supplemental Indenture, dated as of November 25, 2025 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Company and the Trustee. The Notes are the senior, unsecured obligations of the Company. The Notes will bear interest at a rate equal to 7.750% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026. The Notes will mature on December

02

Item 1.02 Termination of a Material Definitive Agreement. Concurrently with the closing of the Notes Offering, the Company terminated and repaid in full all outstanding indebtedness and other obligations due under the Credit Agreement, dated April 22, 2024 (as amended, restated, supplemented or otherwise modified from time to time), among the Company, certain subsidiaries of the Company from time to time party thereto, as guarantors, the lenders and issuing banks from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (such payoff and termination, the "Payoff"). In connection with the Payoff, all related security interests and guarantees were automatically and irrevocably terminated and released.

Forward-Looking Statements

Forward-Looking Statements This report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this report are forward-looking statements. In some cases, forward-looking statements can be identified by terms such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "seeks," "future," "outlook," "prospects" "will," "would," "should," "could," "may," "can have" or similar words. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 and any subsequent filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this report and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events or otherwise.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of November 20, 2025, among Bowhead Specialty Holdings Inc. and Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co., as representatives of the several underwriters named therein. 4.1 Indenture, dated as of November 25, 2025, between Bowhead Specialty Holdings Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 First Supplemental Indenture, dated as of November 25, 2025, between Bowhead Specialty Holdings Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.3 Form of Bowhead Specialty Holdings Inc.'s 7.750% Senior Notes due 2030 (included in Exhibit 4.2). 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. Bowhead Specialty Holdings Inc. Date: November 25, 2025 By: /s/ Brad Mulcahey Name: Brad Mulcahey Title: Chief Financial Officer and Treasurer

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