Skyward Specialty Insurance Enters Material Definitive Agreement

TL;DR

Skyward Specialty (SKWD) signed a big deal, details TBD.

AI Summary

Skyward Specialty Insurance Group, Inc. announced on September 8, 2025, that it entered into a material definitive agreement. The filing does not disclose specific details of the agreement, the other party involved, or any associated dollar amounts or dates beyond the reporting period.

Why It Matters

This filing indicates a significant new contract or partnership for Skyward Specialty Insurance Group, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty about its nature and potential impact.

Key Players & Entities

• Skyward Specialty Insurance Group, Inc. (company) — Registrant
• September 8, 2025 (date) — Date of earliest event reported
• September 2, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 SKWD The Nasdaq Stock Market LLC Indi
• $556,000,000 — pollo Shares") under the Apollo SPAs is $556,000,000, approximately 33 % of which will be sa
• $300 million — ty in the aggregate principal amount of $300 million underwritten by Barclays Bank PLC. War
• $150 m — nior unsecured bridge facility of up to $150 million, in each case, on the terms and s

Filing Documents

• skwd-20250908.htm (8-K) — 38KB
• exhibit21-agreementforthes.htm (EX-2.1) — 398KB
• exhibit22-agreementforthes.htm (EX-2.2) — 431KB
• exhibit991-chariotrelease.htm (EX-99.1) — 22KB
• image_0.jpg (GRAPHIC) — 48KB
• image_01a.jpg (GRAPHIC) — 49KB
• image_0a.jpg (GRAPHIC) — 58KB
• 0001519449-25-000050.txt ( ) — 1369KB
• skwd-20250908.xsd (EX-101.SCH) — 2KB
• skwd-20250908_def.xml (EX-101.DEF) — 15KB
• skwd-20250908_lab.xml (EX-101.LAB) — 26KB
• skwd-20250908_pre.xml (EX-101.PRE) — 15KB
• skwd-20250908_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 2, 2025, Skyward Specialty Insurance Group, Inc. (the "Company") entered into two share purchase agreements (the "Apollo Majority SPAs") with institutional and management shareholders, respectively, of Apollo Group Holdings Limited ("Apollo") (the "Majority Sellers"). Pursuant to the Apollo Majority SPAs, in accordance with the terms and subject to the conditions therein, the Company has agreed to acquire all of the issued shares of Apollo held by the Majority Sellers, representing approximately 87% of the issued share capital of Apollo. In addition, closing of the transaction ("Completion") is conditioned upon the Company acquiring 100% of the issued share capital of Apollo at Completion pursuant to additional short-form share purchase agreements (the "Apollo Minority SPAs" and together with the Apollo Majority SPAs, the "Apollo SPAs") to be entered into either prior to or at Completion with the remaining minority shareholders of Apollo (the "Minority Sellers" and together with the Majority Sellers, the "Sellers"). The consideration for the entire issued share capital of Apollo (the "Apollo Shares") under the Apollo SPAs is $556,000,000, approximately 33 % of which will be satisfied by the issue of common stock of the Company to certain Sellers (the "Consideration Stock") and the remainder in cash. Pursuant to Apollo's constitution, the Minority Sellers will be contacted shortly by Apollo to arrange entry into the Apollo Minority SPAs. Completion is expected to occur in the first quarter of 2026. Consideration The Company will issue 3,679,332 shares of Consideration Stock to certain Apollo Sellers in partial satisfaction of the consideration under the Apollo SPAs. The Consideration Stock will be issued The Company intends to issue the Consideration Stock in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"),

01 Exhibits

Item 9.01 Exhibits (d) Exhibits. Exhibit No. Description of Exhibits 2.1 Agreement for the Sale and Purchase of Shares in Apollo Group Holdings Limited - Institutional Sellers dated September 2, 2025 2.2 Agreement for the Sale and Purchase of Shares in Apollo Group Holdings Limited - Management Sellers dated September 2, 2025 99.1 Press Release dated September 2, 2025 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SKYWARD SPECIALTY INSURANCE GROUP, INC. Date: September 8, 2025 /s/ Mark Haushill Mark Haushill Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR