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| language = English
| source_url = https://www.sec.gov/Archives/edgar/data/1519449/000151944926000015/0001519449-26-000015-index.htm
| archive_file =
| intro_sentence = This article presents Skyward's FY 2025 annual report — the narrative Items (each summarized into a factsheet), primary financial statements, and note schedules from its SEC Form 10-K.
}}
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== Business ==
'''Who We Are'''
* ''Skyward Specialty'' was formed as a Delaware corporation on January 3, 2006, as an insurance holding company <sup>p. 1</sup>.
* The company operated under the name Houston International Insurance Group, Ltd. until re-branding as Skyward Specialty in November 2020 <sup>p. 1</sup>.
* References to "the Company," "we," "our," "us" or like terms refer to the business of Skyward Specialty Insurance Group, Inc. and its subsidiaries <sup>p. 1</sup>.
*
* Products are offered on both a non-admitted (E&S) and admitted basis <sup>p. 1</sup>.
* The company focuses on underserved, dislocated, and/or markets where standard insurance coverages are insufficient <sup>p. 1</sup>.
* Customers typically require highly specialized, customized underwriting solutions and claims capabilities <sup>p. 1</sup>.
* Skyward Specialty develops and delivers tailored insurance products and services for niche markets <sup>p. 1</sup>.
* The ''portfolio of insured risks'' is highly diversified, covering customers in various industries <sup>p. 1</sup>.
*
*
*
* The ''business mix'' is principally primary insurance, balanced between E&S and admitted markets <sup>p. 1</sup>.
* A portion of the business is ''specialty reinsurance'', primarily property, agriculture, and credit <sup>p. 1</sup>.
* Specialty reinsurance focuses on attractive specialty classes where approaching through reinsurance is more efficient due to factors like cost of entry and geographic expansion <sup>p. 1</sup>.
* This diversification allows the company to respond to market opportunities and dislocations by deploying capital for attractive risk-adjusted returns <sup>p. 1</sup>.
* This diversification, including businesses not typically aligned with traditional P&C pricing cycles, combined with underwriting and claims expertise, is expected to produce strong growth and profitability across all insurance pricing cycles <sup>p. 1</sup>.
* The company is led by an entrepreneurial executive management team with decades of insurance leadership experience in the global P&C industry <sup>p. 1</sup>.
*
* High-quality leadership, underwriting and claims teams, technology DNA, advanced analytics capabilities, diversified book of business, and strong competitive position are believed to position the company for profitable growth <sup>p. 1</sup>.
* The company
* All insurance company subsidiaries are group rated <sup>p. 1</sup>.
* All insurance company subsidiaries have ''financial strength ratings'' of "A" (Excellent) from A.M. Best Company, with a stable outlook <sup>p. 1</sup>.
'''Apollo Acquisition'''
* On September 2, 2025, the company entered into two share purchase agreements (the "Apollo Majority SPAs") with institutional and management shareholders ("Majority Sellers") of Apollo Group Holdings Limited ("Apollo") <sup>p. 2</sup>.
* Pursuant to the Apollo Majority SPAs, the company agreed to acquire approximately 87% of the issued share capital of Apollo held by the Majority Sellers <sup>p. 2</sup>.
* The closing of the transaction ("Closing") was conditioned upon acquiring 100% of Apollo's issued share capital through additional short-form share purchase agreements (the "Apollo Minority SPAs") with the remaining minority shareholders ("Minority Sellers") <sup>p. 2</sup>.
* The Acquisition closed on January 1, 2026 <sup>p. 2</sup>.
*
* Apollo is a U.S.
* Apollo has consistently grown gross written premium since its formation in 2010 <sup>p. 2</sup>.
* Through Syndicate 1969, Apollo underwrites a multi-class specialty insurance portfolio <sup>p. 2</sup>.
* Through Syndicate 1971, Apollo
* Apollo provides capital to syndicates 1969 and 1971 for a pro-rata share of underwriting income, with third parties providing the remaining capital <sup>p. 2</sup>.
* Apollo earns managing agency fees and profit commissions
* The acquisition
* David Ibeson will continue as CEO of Apollo, leading its growth as a subsidiary of Skyward Specialty, along with Apollo’s management team <sup>p. 2</sup>.
'''Our Business and Our Strategy'''
* The company operates through one reportable segment, offering a broad array of insurance coverages across various market niches <sup>p. 3</sup>.
*
* This structure aims to effectively serve customer needs, be a value-add partner to distributors, and achieve attractive risk-adjusted returns <sup>p. 3</sup>.
*
<blockquote>"We have one reportable segment through which we offer a broad array of insurance coverages to a number of market niches. Each of our nine distinct underwriting divisions has dedicated underwriting leadership supported by high-quality technical staff with deep experience in their respective niches. We believe this structure and expertise allow us to serve the needs of our customers effectively and be a value-add partner to our distributors, while earning attractive risk-adjusted returns. For the year ended December 31, 2025, 41% of our gross written premiums were written on an admitted basis and 59% were non-admitted." <sup>p. 3</sup></blockquote>
=== Our Underwriting Divisions ===
* ''Accident & Health (A&H)'': Provides medical stop loss to employers who self-insure employee benefits, and covers group and single-employer captives <sup>p. 3</sup>.
** The
**
** Products are written on an admitted basis and distributed through retail and wholesale broker partners <sup>p. 3</sup>.
* ''
**
** Supports insurers, MGAs, and other risk originators with tailored treaty protection using proportional and excess of loss structures <sup>p. 3</sup>.
** ''Global agriculture book'': provides coverage for weather and natural peril volatility, and other production and yield risks <sup>p. 3</sup>.
** ''Mortgage portfolio'': supports government-sponsored entities and private mortgage insurers against default and loss severity volatility, structured to manage tail risk <sup>p. 3</sup>.
** ''Credit portfolio'': provides protection against losses from default risk for single obligors and multi-buyer trade credit across diverse regions and industries <sup>p. 3</sup>.
** ''
***
*** Derivative positions are adjusted throughout the year based on market conditions and risk profile <sup>p. 3</sup>.
*** See Note 8, “Derivatives” in Item 8 of Form 10-K for more information on derivatives <sup>p. 3</sup>.
*
** Broadens market reach and writes profitable business with limited additional expense by utilizing company-wide expertise <sup>p. 3</sup>.
** Writes property, general liability, commercial auto, excess liability, and workers’ compensation lines on E&S and admitted bases <sup>p. 3</sup>.
** Often administers business through partnerships with third-party captive managers <sup>p. 3</sup>.
* ''
** Includes general liability, excess liability, commercial auto, and workers’ compensation <sup>p. 3</sup>.
**
* ''
** Offers protection against physical loss or damage to assets (buildings, equipment, inventory) due to natural catastrophes and other insured perils <sup>p. 3</sup>.
** Supports clients across diverse industries in managing exposures and maintaining operational resilience <sup>p. 3</sup>.
* ''Professional Lines'': Includes three underwriting units: management liability, professional liability (including cyber), and allied health (including life sciences) <sup>p. 3</sup>.
** Provides primary and excess claims-made liability products on E&S and admitted bases <sup>p. 3</sup>.
** Distributed through wholesale and retail brokers, depending on the product <sup>p. 3</sup>.
* ''Specialty Programs'': Partners with program administrators focused on specific markets <sup>p. 3</sup>.
** Believes partnering with program administrators is optimal for profitable participation or market reach <sup>p. 3</sup>.
** Program administrators often have competitive advantages (scale or proprietary technology) that would be difficult for the company to replicate <sup>p. 3</sup>.
** Writes property, general liability, commercial auto liability, excess liability, and workers’ compensation lines on E&S and admitted bases <sup>p. 3</sup>.
*
** Focuses on small to medium-sized enterprises with aggregate bond programs up to approximately ''$100.0 million'' for contract and ''$125.0 million'' for commercial and transactional <sup>p. 3</sup>.
**
* ''Transactional E&S'': Provides primary and excess non-catastrophe prone property and general liability solutions <sup>p. 3</sup>.
**
** Success in this market relies on technical underwriting, thoughtful coverage provisions, pricing, and high-quality broker service <sup>p. 3</sup>.
** Accesses the market exclusively through wholesale brokers <sup>p. 3</sup>.
*
=== Our Strategy ===
* The company aims to lead in chosen market niches and establish sustainable, competitive positions <sup>p. 3</sup>.
* Key elements of the strategy include:
## Providing differentiated products, services, and solutions for target markets <sup>p. 3</sup>.
## Attracting and retaining exceptional underwriting and claims talent, aligning incentives with organizational goals <sup>p. 3</sup>.
## Empowering underwriting and claims teams with significant authority for decision-making <sup>p. 3</sup>.
## Fostering a culture that promotes nimbleness and responsiveness to market opportunities <sup>p. 3</sup>.
*
* The principles of this strategy are considered key to achieving and sustaining best-in-class underwriting results through P&C insurance pricing cycles <sup>p. 3</sup>.
* The company strives for excellence in risk selection, pricing, and claims outcomes, amplified by advanced technology and analytics <sup>p. 3</sup>.
'''Our Competitive Strengths'''
<blockquote>"We believe that our competitive strengths include:" <sup>p. 4</sup></blockquote>
* Focus on profitable niches of the market that require technical underwriting and claims management as barriers to entry <sup>p. 4</sup>.
<blockquote>"We believe that the niche areas of the commercial lines P&C markets we have selected are a highly attractive subset of the P&C insurance market and present an opportunity to generate attractive risk-adjusted returns." <sup>p. 4</sup></blockquote>
* The company
*
* The company builds underwriting divisions around deeply experienced underwriters with appropriate authority <sup>p. 4</sup>.
* Underwriters' experience is augmented with data and predictive analytics for risk selection, pricing, and efficiency <sup>p. 4</sup>.
* Highly skilled underwriters are a competitive strength <sup>p. 4</sup>.
<blockquote>"We focus on hiring and retaining underwriting and technical staff who help differentiate our company through their expertise and experience." <sup>p. 4</sup></blockquote>
* Underwriting
*
*
<blockquote>"We have cultivated a best-in-class and highly specialized team of claims professionals who are highly knowledgeable about the niches we serve and the lines of business we write." <sup>p. 4</sup></blockquote>
* Claims professionals address first-party claims with fair solutions and third-party claims with holistic responses, aiming for consistent and early loss recognition of indemnity and loss adjustment expenses (LAE) <sup>p. 4</sup>.
<blockquote>"We respond quickly when a claim is submitted with specialized adjusters, who are armed with expertise, advanced technology and analytics, to assist them in the claims resolution process." <sup>p. 4</sup></blockquote>
* Technology is deeply embedded in the claims process, from first notice of loss to investigation and settlement <sup>p. 4</sup>.
* Analytics capabilities, including real-time detailed information on open claims and benchmarks against closed claims, are used by senior leadership and claims teams <sup>p. 4</sup>.
* Superior business intelligence platform is a competitive strength <sup>p. 4</sup>.
* ''SkyBI'', the business intelligence platform, provides real-time intelligence to senior leadership and technical teams for decision-making <sup>p. 4</sup>.
*
* SkyBI is a single, comprehensive enterprise-wide data repository for reporting, business intelligence, analytics, and advanced data capabilities <sup>p. 4</sup>.
*
* Data in SkyBI can be filtered by categories such as distributor, customer segment, line of business, industry, underwriter, and risk feature <sup>p. 4</sup>.
*
<blockquote>"We fundamentally believe that every underwriting and claims decision can be augmented with the use of new types of risk data and advanced technology." <sup>p. 4</sup></blockquote>
* Underwriting decisions are backed by historical data and in-depth risk evaluation from investments in data collection and processing <sup>p. 4</sup>.
* Underwriting and claims capabilities are amplified by combining data with new forms of risk data and predictive analytics <sup>p. 4</sup>.
* Generative artificial intelligence is utilized in underwriting and claims handling to enhance effectiveness and efficiency, while still relying on employee expertise <sup>p. 4</sup>.
* Diversified business allows response to and capitalization on changes in market conditions across P&C cycles <sup>p. 4</sup>.
<blockquote>"We have been successful in building a diversified group of underwriting divisions spanning multiple product lines, industries, geographies and distribution channels, including business that is not typically aligned with traditional P&C cycles." <sup>p. 4</sup></blockquote>
*
* The diversity of the book allows response to market opportunities and dislocations across insurance market and pricing cycles, leading to a durable insurance franchise <sup>p. 4</sup>.
* Attractive and winning culture is a competitive strength <sup>p. 4</sup>.
<blockquote>"As evidenced by our internal surveys, public information such as that available on Glassdoor and LinkedIn, and our selection as a “Best Places to Work in Insurance,” we have built a distinctive winning culture." <sup>p. 4</sup></blockquote>
* Key aspects of the culture include a flat communication and decision-making structure <sup>p. 4</sup>.
* Staff are trusted to make decisions that produce or exceed financial results and are supported by a clear measurement system <sup>p. 4</sup>.
* A hybrid work schedule offers employees flexibility for remote working <sup>p. 4</sup>.
* The company maintains an entrepreneurial environment that encourages and rewards a proactive approach to market disruption <sup>p. 4</sup>.
* High-quality, experienced leadership team is aligned with shareholders <sup>p. 4</sup>.
<blockquote>"Led by our Chairman and CEO, Andrew Robinson, we have an experienced, innovative and entrepreneurial executive leadership team with a track record of success in senior management roles at industry leading property and casualty companies as well as in starting and building new businesses in our industry." <sup>p. 4</sup></blockquote>
*
* A material portion of leaders' compensation is in long-term and short-term incentives tied to delivering sustainable, best-in-class underwriting returns <sup>p. 4</sup>.
* Executive leadership team has additional long-term incentive targets directly tied to growth in book value per share <sup>p. 4</sup>.
'''Our Strategy in Action'''
*
* The "Rule Our Niche" strategy aims to achieve best-in-class underwriting profitability for niches and create superior long-term shareholder value through growth in book value per share <sup>p. 5</sup>.
* Core tenets of the "Rule Our Niche" strategy include attracting and retaining blue-chip underwriting and claims talent <sup>p. 5</sup>.
* The company
*
* Another core tenet is leveraging technology DNA to differentiate from competitors <sup>p. 5</sup>.
* The company uses new forms of risk data and advanced technology in complex, high-severity risk categories within the specialty P&C insurance market <sup>p. 5</sup>.
*
* Core operating platforms allow efficient entry into new markets without complex systems <sup>p. 5</sup>.
* The company believes its technological advantage supports profitable growth and expansion into additional specialty market niches <sup>p. 5</sup>.
*
*
* Trends include increased demand for specialized insurance due to rising and complex risks from climate change, severe weather events, supply chain uncertainty, financial inflation, cyber risk, novel health risks, increased litigation, attorney involvement, and jury awards, and healthcare delivery/cost <sup>p. 5</sup>.
*
* The company has reacted to these trends by launching new underwriting units (some not aligned with P&C cycles), entering underserved markets, partnering on advanced technology, and launching new captive solutions <sup>p. 5</sup>.
*
* Differentiating on daily excellence to drive best-in-class underwriting performance is also a core tenet <sup>p. 5</sup>.
* Meeting long-term goals, including best-in-class underwriting returns and book value per share growth, depends on day-to-day operational execution across all functional departments (underwriting, product management, claims management) <sup>p. 5</sup>.
*
* Focus on underwriting fundamentals is central to the strategy <sup>p. 5</sup>.
* Cross-functional collaboration ensures regular review of performance and trends by underwriting, claims, actuarial, and product management teams for quick implementation of portfolio, pricing, and coverage changes <sup>p. 5</sup>.
*
* The company is committed to maintaining a strong balance sheet with conservative loss reserves and strong capitalization ratios <sup>p. 5</sup>.
* This commitment is crucial for maintaining confidence among customers, distribution partners, reinsurers, regulators, rating agencies, and shareholders <sup>p. 5</sup>.
*
* The company maintains incurred but not reported (IBNR) reserves that, combined with case reserves, exceed the actuarial central estimate <sup>p. 5</sup>.
* Loss reserves
'''Marketing and Distribution'''
* The company's marketing and distribution approach aligns with its underwriting strategy and is central to its "Rule Our Niche" strategy <sup>p. 6</sup>.
*
* The company believes it succeeds with distribution partners due to its deep expertise in niche markets, high-caliber underwriters, culture of innovation, thoughtful product line-up and design, and responsive service <sup>p. 6</sup>.
*
* The company tailors its choice of ''distribution partners'' to access specific business, similar to how it tailors underwriting to insureds' needs <sup>p. 6</sup>.
* Products are distributed through ''retail agents, wholesale brokers, select program administrators, and captive managers'' <sup>p. 6</sup>.
* This distribution strategy enables effective and efficient access to targeted business based on market niche needs and dynamics <sup>p. 6</sup>.
'''Underwriting'''
* The company'
* Within its nine divisions, underwriting teams specialize in specific niches <sup>p. 7</sup>.
* The underwriting approach relies on hiring highly experienced, best-in-class, and diverse technical underwriters with proven track records in specific specialty niche markets <sup>p. 7</sup>.
* Underwriters' skills are enhanced with advanced technology and data analytics, and they are empowered with appropriate decision-making authority <sup>p. 7</sup>.
* This approach aims for superior risk selection, pricing, and sustainable best-in-class underwriting results across market cycles <sup>p. 7</sup>.
* The company uses new forms of data and analytics to augment underwriting professionals' capabilities for risk selection and pricing <sup>p. 7</sup>.
* Underwriting data is captured in the business intelligence platform, SkyBI, which forms the foundation for reporting, analytics, and other data capabilities <sup>p. 7</sup>.
* SkyBI is a key tool for senior management and business leaders <sup>p. 7</sup>.
* The company
* When accepting risks, terms and prices are carefully established to suit the underlying exposure <sup>p. 7</sup>.
* In the admitted market, the company ensures approved forms and filed rates are appropriate and adequate for risks, while allowing flexibility for specific exposures <sup>p. 7</sup>.
* In the E&S market, the company uses freedom of rate and form to match risk and coverage to unique needs and exposures <sup>p. 7</sup>.
* Policies are crafted to offer affordable and appropriate protection for insureds' exposures, while also making potential losses more predictable and claims costs manageable <sup>p. 7</sup>.
*
* This collaboration ensures that business trends, legal and tort developments, and competitor and regulatory actions are analyzed, shared, and acted upon promptly <sup>p. 7</sup>.
* Underwriters are considered central to the company, with all support functions incentivized and measured to achieve underwriting profitability targets <sup>p. 7</sup>.
* This structure helps identify opportunities and issues early, contributing to the company's nimbleness and ability to leverage market disruptions <sup>p. 7</sup>.
* Underwriting controls and procedures are regularly reviewed to ensure profitable underwriting across all served markets <sup>p. 7</sup>.
'''Claims Management'''
* Skyward's claims department operates under six guiding principles: prompt and comprehensive investigations using advanced analytics and technology; quality claims handling with customer engagement; prompt establishment of reserves based on best estimates; effective pursuit of contribution and subrogation; detection and prevention of fraud; and disciplined litigation management for superior legal defense and cost monitoring <sup>p. 8</sup>.
* Continuous training is provided to claim staff on claim evaluation, strategy, litigation management, good-faith handling, and best practices <sup>p. 8</sup>.
* The ultimate goal of the claims department is timely and optimal claim outcomes <sup>p. 8</sup>.
* The majority of claims are handled in-house <sup>p. 8</sup>.
* Third Party Administrators (TPAs) are utilized for certain instances, such as programs, captives, occupational accident, workers' compensation, and runoff claims <sup>p. 8</sup>.
* TPAs are actively managed and overseen to ensure compliance with Skyward's claims handling and reserving guidelines and general best practices <sup>p. 8</sup>.
* Regular audits of TPAs are conducted to ensure compliance <sup>p. 8</sup>.
* Independent legal counsel is retained for liability claims against an insured when warranted, selected based on geographical location and expertise <sup>p. 8</sup>.
* Litigation guidelines have been developed for both claims professionals and outside counsel to ensure appropriate defense and adherence to standards <sup>p. 8</sup>.
* A legal spend management solution is used to analyze legal invoices for adherence to case handling and billing practice standards, ensuring reasonable and customary legal costs <sup>p. 8</sup>.
* Technology is leveraged to gain efficiencies in claims handling <sup>p. 8</sup>.
* A Claims Development Severity Predictor has been created and implemented, which is a predictive model that identifies claims likely to lead to large loss development using key phrases <sup>p. 8</sup>.
* This model allows for early identification, proactive claims management, and summarization of development reasons, and is integrated into the claims review and management workflow <sup>p. 8</sup>.
* Skyward seeks opportunities for efficient and effective claims resolution <sup>p. 8</sup>.
* A "quick strike" program has been implemented for commercial auto claims, deploying experienced investigators and vendors to accident scenes, ideally within two hours, regardless of location <sup>p. 8</sup>.
* This program aids in evaluating accident facts, initiating investigations quickly, and resolving third-party claims promptly if appropriate <sup>p. 8</sup>.
* Claims handlers and managers are organized by line of business to ensure specialized expertise <sup>p. 8</sup>.
* Managers and adjusters collaborate closely with underwriting partners to inform them of legal trends and emerging claims issues <sup>p. 8</sup>.
* The goal of this collaboration is to educate underwriters on emerging loss experience areas to assist in risk selection processes <sup>p. 8</sup>.
'''Technology'''
* Technology is central to the company's operations and decision-making, aiming for long-term competitive advantage <sup>p. 9</sup>.
* Technology is deployed across the organization to drive competitive advantages in three primary functional ways <sup>p. 9</sup>.
* ''SkyBI'' (business intelligence platform) provides real-time intelligence to senior leadership and technical teams for superior decision-making <sup>p. 9</sup>.
* SkyBI incorporates best practices from the management team's experience in P&C insurance and technology sectors <sup>p. 9</sup>.
* SkyBI is a single, comprehensive enterprise-wide data repository for reporting, business intelligence, analytics, and advanced data capabilities <sup>p. 9</sup>.
* SkyBI provides information and performance metrics across the company in an easy-to-consume visualized format <sup>p. 9</sup>.
* Data in SkyBI can be filtered by categories such as distributor, customer segment, line of business, specific industry, individual underwriter, and specific risk feature <sup>p. 9</sup>.
* SkyBI helps establish clear line of sight to objectives and facilitates decision-making <sup>p. 9</sup>.
* ''Predictive Analytics Technology'' augments employee capabilities using new forms of risk data and predictive analytics, including artificial intelligence, for risk selection, pricing, and claims handling <sup>p. 9</sup>.
* Underwriting divisions intentionally "Rule Our Niche" by innovating constantly and tailoring actions to specific divisions/markets <sup>p. 9</sup>.
* ''Core Transactional Platforms'' (policy administration, underwriting workbench, billing, and claims systems) are designed for nimble scaling and business expansion <sup>p. 9</sup>.
* The company generally uses customized third-party vendor core operating applications <sup>p. 9</sup>.
* The core platform organization is used for all business except accident & health, global property, agriculture, credit (re)insurance, and surety, which require dedicated core processing components due to their unique features <sup>p. 9</sup>.
* Data from all divisions' core operating platforms flows to the SkyBI platform with comparable data quality and granularity <sup>p. 9</sup>.
* Advanced technology for underwriting and claims, SkyBI, and core operating platforms create a flywheel effect <sup>p. 9</sup>.
* This technology allows underwriters to better select risk, claims professionals to better adjudicate claims, unit leaders to better communicate with reinsurance and third-party partners, and senior leadership to better evaluate business trends <sup>p. 9</sup>.
* These tools also improve communication accuracy, effectiveness, and efficiency with distribution partners, reinsurers, and other third-party partners <sup>p. 9</sup>.
* The company faces external threats to its information technology systems, including system failure, customer data theft attempts, and ransomware attacks <sup>p. 9</sup>.
* The technology infrastructure is designed to function through major disruptions <sup>p. 9</sup>.
* Data is replicated in real-time to a third-party cloud disaster recovery site for use during major system failures <sup>p. 9</sup>.
* Data is backed up daily for system restoration <sup>p. 9</sup>.
* Actions to prevent system and data disruptions include: actively monitoring Cybersecurity and Infrastructure Security Agency’s (“CISA”) cybersecurity directives and taking immediate action on identified vulnerabilities <sup>p. 9</sup>.
* Monthly vulnerability scans are conducted on all network-attached devices at all locations, with patching applied as needed <sup>p. 9</sup>.
* Two-factor authentication is required for system access <sup>p. 9</sup>.
* Monthly security training is conducted for all employees <sup>p. 9</sup>.
* Endpoint detection agents are implemented for threat detection and response <sup>p. 9</sup>.
* Desktop scenarios are performed to practice responses to breaches with cybersecurity insurance partners and retained security consultants <sup>p. 9</sup>.
* Annual penetration testing is performed <sup>p. 9</sup>.
* The company constantly reviews its security breach posture and regularly implements updated processes, best practices, and tools <sup>p. 9</sup>.
'''Reinsurance'''
* Reinsurance is strategically purchased from third parties to protect capital from severity events (large single event losses or catastrophes) and reduce earnings volatility <sup>p. 10</sup>.
* Reinsurance contracts are predominantly one year in length and renew annually, primarily in January and June <sup>p. 10</sup>.
* Factors influencing reinsurance purchase changes at renewal include plans for underlying insurance coverage, updated loss activity, capital and surplus levels, risk appetite changes, and the cost/availability of treaties <sup>p. 10</sup>.
* ''Reinsurance types'' purchased include quota share, excess of loss, and facultative coverage to limit exposure from single occurrence losses <sup>p. 10</sup>.
* The mix of reinsurance considers efficiency, cost, risk appetite, and specific underlying risk factors <sup>p. 10</sup>.
* ''Quota share reinsurance'' involves the reinsurer assuming a specified percentage of losses from a defined business class in exchange for a corresponding percentage of premiums, net of a ceding commission <sup>p. 10</sup>.
* ''Excess of loss reinsurance'' involves the reinsurer assuming all or part of losses for an individual claim or event exceeding a specified amount, in exchange for a negotiated premium, including catastrophe reinsurance programs <sup>p. 10</sup>.
* ''Facultative coverage'' is a reinsurance contract for individual risks, used to supplement treaty limits or cover risks/perils excluded from treaty reinsurance <sup>p. 10</sup>.
* As of December 31, 2025, ''property insurance'' represented 34% of gross written premiums <sup>p. 10</sup>.
* Aggregation of property writings by geographic area is actively managed and monitored to limit potential loss from severe events like hurricanes, convective storms, and earthquakes <sup>p. 10</sup>.
* Catastrophe reinsurance is purchased to further mitigate property loss aggregation due to single or series of events <sup>p. 10</sup>.
* Third-party stochastic and internal deterministic models are used to analyze aggregation risk for catastrophe reinsurance purchases <sup>p. 10</sup>.
* These models provide a quantitative view of PML (Probable Maximum Loss) events, estimating expected loss levels for a given return period <sup>p. 10</sup>.
* Modeling indicates that an event beyond a 1 in 250-year PML would be required to exhaust the ''property catastrophe coverage'' of USD 36.0 million <sup>p. 10</sup>.
* The company aims to expose no more than 3.0% of stockholders’ equity to a catastrophic loss less than a 1 in 250-year event <sup>p. 10</sup>.
* The current reinsurance program is believed to provide coverage well in excess of theoretical losses from any recorded historical event <sup>p. 10</sup>.
* Reinsurance is sought from reinsurers rated at least "A-" ("Excellent") or better by A.M. Best <sup>p. 10</sup>.
* As of December 31, 2025, ''98% of reinsurance recoverables'' were from reinsurers rated "A-" (Excellent) or better by A.M. Best, or were collateralized <sup>p. 10</sup>.
* Failure of reinsurers to pay claims could result in losses, as the company retains primary liability to policyholders <sup>p. 10</sup>.
* Allowances for uncollectible reinsurance are established due to potential reinsurer failure <sup>p. 10</sup>.
* ''Allowance for uncollectible reinsurance'' was USD 2.3 million at December 31, 2025, and 2024 <sup>p. 10</sup>.
<div style="overflow-x:auto">
{| class="wikitable"
|+ (1){{footnote|1=Legal defense expenses can force exposure above the maximum company retention for Excess Casualty, Commercial Auto and General Liability.}} (2){{footnote|1=Reinsurance is subject to a loss ratio cap or aggregate level of loss cover that exceeds a modeled 1:250-year PML event.}} (3){{footnote|1=Catastrophe loss protection is purchased up to $36.0 million in excess of $12.0 million retention, which provides cover for a 1:250-year PML event.}}
! style="text-align:left" | Line of Business
! class="col-m" style="text-align:right" | Maximum Company Retention
|-
| style="text-align:left" | Accident & Health
| class="col-m" style="text-align:right" | $0.90 million per occurrence
|-
| style="text-align:left" | Commercial Auto (1)
| class="col-m" style="text-align:right" | $1.00 million per occurrence
|-
| style="text-align:left" | Excess Casualty (1)(2)
| class="col-m" style="text-align:right" | $2.25 million per occurrence
|-
| style="text-align:left" | General Liability (1)
| class="col-m" style="text-align:right" | $1.50 million per occurrence
|-
| style="text-align:left" | Ocean Marine (2)
| class="col-m" style="text-align:right" | $3.00 million per occurrence
|-
| style="text-align:left" | Professional Lines (2)
| class="col-m" style="text-align:right" | $5.25 million per occurrence
|-
| style="text-align:left" | Property (3)
| class="col-m" style="text-align:right" | $3.50 million per occurrence
|-
| style="text-align:left" | Representation and Warranty
| class="col-m" style="text-align:right" | $3.25 million per occurrence
|-
| style="text-align:left" | Surety (2)
| class="col-m" style="text-align:right" | $5.00 million per occurrence
|-
| style="text-align:left" | Workers’ Compensation (2)
| class="col-m" style="text-align:right" | $2.33 million per occurrence
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable"
|+ (1){{footnote|1=This reinsurer facilitates our eMaxx captive. At December 31, 2025, we held collateral in a statutory trust of $235.2 million on our net reinsurance recoverables.}}
! style="text-align:left" | ($ in thousands)
! style="text-align:center" |
! style="text-align:center" |
|-
! style="text-align:left" | Reinsurer
! class="col-m" style="text-align:right" | Reinsurance Recoverables
! class="col-m" style="text-align:right" | AM Best Rating
|-
| style="text-align:left" | eMaxx Capitves (1)
| class="col-m" style="text-align:right" | 197,989
| class="col-m" style="text-align:right" | n/r
|-
| style="text-align:left" | Everest Reinsurance Co.
| class="col-m" style="text-align:right" | 123,925
| class="col-m" style="text-align:right" | A+
|-
| style="text-align:left" | General Reinsurance Corp
| class="col-m" style="text-align:right" | 70,355
| class="col-m" style="text-align:right" | A++
|-
| style="text-align:left" | Partner Reinsurance Co. of the US
| class="col-m" style="text-align:right" | 65,446
| class="col-m" style="text-align:right" | A+
|-
| style="text-align:left" | ACE (Chubb Property & Casulty Ins Company)
| class="col-m" style="text-align:right" | 48,344
| class="col-m" style="text-align:right" | A+
|-
| style="text-align:left" | RGA Reinsurance Company
| class="col-m" style="text-align:right" | 43,043
| class="col-m" style="text-align:right" | A+
|-
| style="text-align:left" | Lloyds Syndicate 4711
| class="col-m" style="text-align:right" | 35,860
| class="col-m" style="text-align:right" | A+
|-
| style="text-align:left" | Swiss Reinsurance America Corp
| class="col-m" style="text-align:right" | 26,152
| class="col-m" style="text-align:right" | A+
|-
| style="text-align:left" | Lloyds Syndicate 2987
| class="col-m" style="text-align:right" | 25,301
| class="col-m" style="text-align:right" | A+
|-
| style="text-align:left" | Aspen Insurance UK Limited
| class="col-m" style="text-align:right" | 24,715
| class="col-m" style="text-align:right" | A
|-
| style="text-align:left" | Top 10 Total
| class="col-m" style="text-align:right" | 661,130
| class="col-m" style="text-align:right" | —
|-
| style="text-align:left" | All Others
| class="col-m" style="text-align:right" | 458,750
| class="col-m" style="text-align:right" | —
|-
| style="text-align:left; font-weight:bold" | Total
| class="col-m" style="text-align:right; font-weight:bold" | 1,119,880
| class="col-m" style="text-align:right; font-weight:bold" | —
|}
</div>
'''Enterprise Risk Management'''
* ''Enterprise Risk Management (ERM)'' is embedded in nearly every aspect of the company and guides day-to-day activities <sup>p. 11</sup>.
* The ''ERM approach'' aims to achieve an acceptable risk-adjusted return for shareholders while maintaining trust and reliability for those served <sup>p. 11</sup>.
* The company is intentional in its ''underwriting and asset portfolio construction'' <sup>p. 11</sup>.
* ''Liability duration and market cyclicality'' of the underwriting portfolio are balanced <sup>p. 11</sup>.
* ''Reinsurance'' is used to manage volatility outside of risk tolerances <sup>p. 11</sup>.
* The ''investment strategy'' aims for a diversified target portfolio that balances yield, liquidity, volatility, and potential for principal loss <sup>p. 11</sup>.
* The ''Senior Vice President (SVP), Chief Financial Officer (CFO) & Head of ERM - US Operations'' oversees critical ERM processes and chairs the cross-functional corporate ERM Committee <sup>p. 11</sup>.
* The company uses an ''Economic Capital Model (ECM)'' to formalize its view of risk and solvency in terms of potential economic loss <sup>p. 11</sup>.
* ''ECM output'' measures potential earnings and capital loss for various scenarios <sup>p. 11</sup>.
* These outputs are measured against ''risk tolerances'' set and updated annually by the ERM Committee and discussed with the Risk Committee of the Board of Directors <sup>p. 11</sup>.
* The ''ECM'' provides a probabilistic modeled view of earnings and capital loss, integrating potential losses from catastrophes, reserving, underwriting, market, credit risk, strategic, and operational risks <sup>p. 11</sup>.
* The ''SVP, CFO & Head of ERM'' works with the ERM Committee to review and maintain a comprehensive risk register, ensuring appropriate mitigations are in place and monitored <sup>p. 11</sup>.
* The ''top 10 risks'' are identified, quantified, and reviewed quarterly by the SVP, CFO & Head of ERM and the ERM Committee <sup>p. 11</sup>.
* These ''reports'' are submitted regularly to the Risk Committee <sup>p. 11</sup>.
* ''Operational processes and controls'' are constructed to identify, assess, and manage key risks on an ongoing basis <sup>p. 11</sup>.
* The ''Underwriting Committee'' oversees changes in risk appetite, product line, and division expansion <sup>p. 11</sup>.
* ''Claims handling practices'' are monitored against guidelines through regular internal audits, monthly large loss reviews, and a watchlist of potential high severity claims <sup>p. 11</sup>.
* ''Actuarial performs quarterly reserve studies'', and the Reserve Committee meets quarterly to review and respond to trends in loss emergence <sup>p. 11</sup>.
* ''Key observations'' from actuarial reviews are discussed with the CEO <sup>p. 11</sup>.
* ''Underwriting divisions'' assess rate change and retention on existing business, new business quality and pricing adequacy, and loss emergence compared to expectations on a monthly and quarterly basis <sup>p. 11</sup>.
* The ''SkyBI platform'' provides real-time portfolio, underwriting, claims, and actuarial analytics <sup>p. 11</sup>.
* ''ERM'' is central to decision-making and day-to-day activities <sup>p. 11</sup>.
* ''ERM'' is a central component of the strategy to achieve market-leading risk-adjusted returns for shareholders and reinforce a culture of accountability, transparency, and sound judgment <sup>p. 11</sup>.
'''Reserves'''
* The company maintains reserves for specific claims incurred and reported, IBNR reserves, and reserves for uncollectible reinsurance when appropriate <sup>p. 12</sup>.
* The ultimate liability may differ from current reserves, and there is a risk of inadequate reserves in the insurance industry <sup>p. 12</sup>.
* Reserves are continually monitored using new information on reported claims and statistical analyses <sup>p. 12</sup>.
* Anticipated inflation is implicitly reflected in the reserving process through analysis of cost trends and historical development review <sup>p. 12</sup>.
* The company does not discount reserves for losses and LAE to reflect estimated present value <sup>p. 12</sup>.
* When a claim is reported, a ''case reserve'' is established for the estimated ultimate payment after assessing coverage, damages, and investigation <sup>p. 12</sup>.
* Case reserve estimates are based on reserving practices and the claims adjuster's experience and knowledge of the claim type and value <sup>p. 12</sup>.
* Case reserves are revised periodically based on subsequent developments <sup>p. 12</sup>.
* ''IBNR reserves'' are established for estimated future loss payments on incurred but not yet reported claims, and potential development on reported claims <sup>p. 12</sup>.
* IBNR reserves are estimated using generally accepted actuarial reserving techniques that consider quantitative loss experience data and qualitative factors <sup>p. 12</sup>.
* Loss reserves are regularly reviewed using various actuarial techniques <sup>p. 12</sup>.
* Reserve estimates are updated as historical loss experience develops, additional claims are reported/settled, and new information becomes available <sup>p. 12</sup>.
* Reserves can be increased or decreased over time as claims move towards settlement, impacting earnings through adverse development or reserve releases <sup>p. 12</sup>.
* Additional information on loss reserves is available in Item 7 of Form 10-K, "Management’s Discussion and Analysis of Financial Condition and Results of Operations - “Results of Operations - Losses and LAE” and “Critical Accounting Policies” <sup>p. 12</sup>.
'''Investments'''
* The company aims to maintain a balanced investment portfolio primarily consisting of investments with predictable and stable returns, supplemented by strategic investments offering attractive risk-adjusted returns <sup>p. 13</sup>.
* An Enterprise Based Asset Allocation model is used for investment allocation strategy <sup>p. 13</sup>.
* This model is integrated into the Economic Capital Model (as discussed in the ERM section of Item 1) to assess the impact of investment allocation decisions on capital, liquidity, and risk profile across various market scenarios <sup>p. 13</sup>.
* The company actively manages and monitors investment risk to balance stable growth and liquidity with compliance requirements of insurance regulatory and rating agency frameworks <sup>p. 13</sup>.
* The investment portfolio mainly comprises cash and cash equivalents and investment-grade fixed-maturity securities, with additional investments fitting the company's risk appetite <sup>p. 13</sup>.
* The Investment Committee of the Board of Directors reviews and approves the investment policy and strategy <sup>p. 13</sup>.
* This committee meets quarterly to review investment activities, tactics, and new investment opportunities <sup>p. 13</sup>.
* The portfolio is directed internally and includes both self-managed investments and portfolios managed by select third-party investment management firms <sup>p. 13</sup>.
* For further discussion on investments and related market risks, refer to Item 7 of this Form 10-K, "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Investments" <sup>p. 13</sup>.
'''Competition'''
* The specialty lines property & casualty insurance market includes many markets and sub-markets, each with distinct customer needs, products, services, and specific economic and structural features <sup>p. 14</sup>.
* The company faces competition in its underwriting divisions from other specialty and standard insurers, as well as program administrators <sup>p. 14</sup>.
* Competition is based on factors such as pricing, general reputation, perceived financial strength, broker relationships, product terms and conditions, independent rating agency ratings, speed and reputation of claims payment, and the experience and reputation of underwriting and claims teams <sup>p. 14</sup>.
* Due to the diversity of underwriting divisions, competition is broad, with some competitors specific to only a subset of divisions <sup>p. 14</sup>.
* Notable competitors include Markel Corporation, W.R. Berkley Corporation, American Financial Group Inc., Tokio Marine Holdings, Inc., CNA Financial Corporation, Hiscox, Ltd., RLI Corp., Intact Finance Corporation, Kinsale Capital Group, Inc., Arch Capital Group, and AXIS Capital Holdings, Ltd. <sup>p. 14</sup>.
'''Our Structure'''
* Operations are conducted principally through four insurance companies <sup>p. 15</sup>.
* ''Great Midwest Insurance Company (GMIC)'', the largest insurance subsidiary, underwrites multiple lines of insurance on an admitted basis in all 50 states and the District of Columbia <sup>p. 15</sup>.
* GMIC is a certified surety bond company listed with the Department of the Treasury <sup>p. 15</sup>.
* ''Houston Specialty Company (HSIC)'', a subsidiary of GMIC, underwrites multiple lines of insurance on a surplus lines basis in 50 states, the District of Columbia, and select foreign countries <sup>p. 15</sup>.
* ''Imperium Insurance Company (IIC)'', a subsidiary of HSIC, underwrites on an admitted basis in all 50 states and the District of Columbia <sup>p. 15</sup>.
* ''Oklahoma Specialty Insurance Company (OSIC)'', a subsidiary of IIC, is an approved surplus lines company in 49 states and the District of Columbia <sup>p. 15</sup>.
* Effective December 31, 2024, the insurance company subsidiaries were restacked into the aforementioned organizational structure <sup>p. 15</sup>.
* This restacking allowed the company to provide its growing surety business with the capital needed to operate more effectively within the surety T-listing market <sup>p. 15</sup>.
* ''Skyward Re'' is a wholly-owned captive reinsurance company domiciled in the Cayman Islands, incorporated on January 7, 2020 <sup>p. 15</sup>.
* Skyward Re was established to facilitate the LPT, which was commuted effective January 31, 2025 <sup>p. 15</sup>.
* Three non-insurance companies are also operated: ''Skyward Underwriters Agency, Inc.'', ''Skyward Service Company'', and ''Skyward Specialty No. 1 Limited Company'' <sup>p. 15</sup>.
* ''Skyward Underwriters Agency, Inc.'' is a licensed agent, managing general agent, and reinsurance broker <sup>p. 15</sup>.
* ''Skyward Service Company'' provides various administrative services to the subsidiaries <sup>p. 15</sup>.
* ''Skyward Specialty No. 1 Limited Company'' is a UK company and an authorized Lloyd’s corporate member <sup>p. 15</sup>.
* The organizational structure at December 31, 2025, shows each entity is wholly-owned by its immediate parent <sup>p. 15</sup>.
* ''Skyward Specialty Insurance Group, Inc.'' (Delaware corporation) is the parent company <sup>p. 15</sup>.
* Skyward Specialty Insurance Group, Inc. has direct relationships with: ''Skyward Service Company'' (Delaware corporation), ''Great Midwest Insurance Company'' (Texas stock insurance company), ''Skyward Underwriters Agency, Inc.'' (Texas corporation), ''Skyward Specialty No. 1 Limited'' (United Kingdom company), and ''Skyward Re'' (Cayman Islands corporation) <sup>p. 15</sup>.
* ''Great Midwest Insurance Company'' has a direct relationship with ''Houston Specialty Insurance Company'' (Texas stock insurance company) <sup>p. 15</sup>.
* ''Houston Specialty Insurance Company'' has a direct relationship with ''Imperium Insurance Company'' (Texas stock insurance company) <sup>p. 15</sup>.
* ''Imperium Insurance Company'' has a direct relationship with ''Oklahoma Specialty Insurance Company'' (Oklahoma insurance corporation) <sup>p. 15</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | —
! class="col-s" style="text-align:right" | 2025
|-
| style="text-align:left" | Texas
| style="text-align:right" | 10.7%
|-
| style="text-align:left" | Pennsylvania
| style="text-align:right" | 7.6
|-
| style="text-align:left" | Florida
| style="text-align:right" | 7.2
|-
| style="text-align:left" | California
| style="text-align:right" | 7.1
|-
| style="text-align:left" | New York
| style="text-align:right" | 6.3
|-
| style="text-align:left" | Louisiana
| style="text-align:right" | 6.1
|-
| style="text-align:left" | Illinois
| style="text-align:right" | 4.1
|-
| style="text-align:left" | New Jersey
| style="text-align:right" | 4.1
|-
| style="text-align:left" | Georgia
| style="text-align:right" | 3.8
|-
| style="text-align:left" | Delaware
| style="text-align:right" | 3.1
|-
| style="text-align:left" | All other states and countries
| style="text-align:right" | 39.9
|-
| style="text-align:left; font-weight:bold" | Total
| style="text-align:right; font-weight:bold" | 100.0%
|}
</div>
[[File:Skyward-2025-FY-Annual report-skwd-20251231_g1.jpg|thumb|Our Structure]]
'''Ratings'''
* Skyward Specialty Insurance Group, Inc. holds an ''"A" (Excellent) rating'' with a stable outlook from A.M. Best <sup>p. 16</sup>.
* The ''A.M. Best rating'' assesses insurance companies based on factors relevant to policyholders <sup>p. 16</sup>.
* A.M. Best assigns ''13 ratings'' to insurance companies, ranging from "A++" (Superior) to "D" (Poor) <sup>p. 16</sup>.
* The ''"A" (Excellent) rating'' is the third highest rating offered by A.M. Best <sup>p. 16</sup>.
* A.M. Best evaluates a company's financial and operating performance by reviewing its ''profitability, leverage, and liquidity'' <sup>p. 16</sup>.
* Other factors reviewed by A.M. Best include the ''book of business, reinsurance adequacy and soundness, quality and estimated market value of assets, adequacy of losses and loss expense reserves, surplus adequacy, capital structure, management experience and competence, and market presence'' <sup>p. 16</sup>.
* A.M. Best's ratings reflect its opinion on an insurance company's ''financial strength, operating performance, and ability to meet policyholder obligations'' <sup>p. 16</sup>.
* These ratings are based on factors relevant to ''policyholders, agents, insurance brokers, and intermediaries'', and are not specifically related to securities issued by the company <sup>p. 16</sup>.
'''Regulation'''
* The company operates as an insurance holding company system <sup>p. 17</sup>.
* The company is subject to insurance holding company laws in Texas and Oklahoma <sup>p. 17</sup>.
* ''State insurance laws'' generally aim to protect policyholders, consumers, and claimants, not stockholders <sup>p. 17</sup>.
* ''State regulation'' varies by jurisdiction and grants broad administrative power to regulators <sup>p. 17</sup>.
* ''Regulatory powers'' include setting capital and surplus requirements, licensing, product and rate approval, reserve adequacy standards, accounting methods, financial reporting, affiliate transaction regulation, and investment types/amounts <sup>p. 17</sup>.
* ''Insurance regulation'' is constantly changing due to governmental agency and legislative reactions to issues <sup>p. 17</sup>.
* Some state legislatures have considered or enacted laws that increase state authority over insurance companies and holding company systems to prevent federal involvement <sup>p. 17</sup>.
* The ''NAIC'' and some state insurance regulators are re-examining existing laws and regulations, focusing on solvency, interpretations, and new law development <sup>p. 17</sup>.
* The ''federal government'' does not directly regulate insurance but federal initiatives affect the industry through treatment of federal subsidiaries, regulation of quasi-governmental entities, and regulations from federal departments <sup>p. 17</sup>.
* ''Insurance holding company laws'' require each insurance company in the system to register with the insurance department of its state of domicile <sup>p. 17</sup>.
* Registered companies must provide information on holding company system operations that could materially affect the domiciled insurers' operations, management, or financial condition <sup>p. 17</sup>.
* All transactions among holding company system members must be fair and reasonable <sup>p. 17</sup>.
* Transactions between insurance subsidiaries and their parents/affiliates generally require disclosure to state regulators <sup>p. 17</sup>.
* Notice to or prior approval from the applicable state insurance regulator is generally required for material or extraordinary transactions <sup>p. 17</sup>.
'''Intellectual Property'''
* The company has applied for various ''trademark registrations'' in the United States at both federal and state levels <sup>p. 18</sup>.
* The company plans to pursue additional ''trademark registrations'' and other intellectual property protection if deemed beneficial and cost-effective <sup>p. 18</sup>.
<blockquote>"In addition, we monitor our trademarks and service marks and protect them from unauthorized use as necessary." <sup>p. 18</sup></blockquote>
'''Employees and Human Capital'''
* As of ''December 31, 2025'', the company had approximately ''611 employees'' <sup>p. 19</sup>.
* Employees are not subject to any collective bargaining agreement, and no current efforts to implement such an agreement are known <sup>p. 19</sup>.
* The company believes it has good working relations with its employees <sup>p. 19</sup>.
* The company aims to be an employer of choice, including outside of the insurance sector <sup>p. 19</sup>.
* The company strives to create a culture that fosters diversity of thought, background, and perspective <sup>p. 19</sup>.
* The company cultivates an exceptional workforce to perpetuate its ownership culture and achieve superior business results <sup>p. 19</sup>.
* The company's goal is to attract, develop, and retain diverse talent, promoting a culture where different viewpoints are valued, individuals are respected and treated fairly, and have opportunities to excel <sup>p. 19</sup>.
* The company offers a competitive benefits package including medical, dental, and vision insurance, a 401(k) plan, paid time off, family leave, employee assistance programs, and an employee stock purchase plan available to all employees <sup>p. 19</sup>.
* The company emphasizes employee training and development, providing opportunities for further education and professional development <sup>p. 19</sup>.
== Risk Factors ==
* Investing in the company's common stock involves a high degree of risk <sup>p. 20</sup>.
* Investors should carefully consider the risks and uncertainties described in the report, including consolidated financial statements and related notes, and other SEC filings, before investing <sup>p. 20</sup>.
* The described risks are not exhaustive; additional unstated, unknown, or currently immaterial risks may become significant factors <sup>p. 20</sup>.
* If any of the identified risks occur, the company's business, operating results, financial condition, and prospects could be materially harmed <sup>p. 20</sup>.
* Such events could lead to a decline in the price of the common stock, potentially resulting in a loss of part or all of an investment <sup>p. 20</sup>.
'''Summary of Material Risk Factors'''
* ''Financial condition and results of operations'' could be materially adversely affected if underwriting risk is not accurately assessed <sup>p. 21</sup>.
* ''Competition'' for business in the industry is intense <sup>p. 21</sup>.
* ''Reliance on distribution channels'' such as insurance retail agents and brokers, wholesalers, and program administrators exposes the business to risks that could adversely affect results <sup>p. 21</sup>.
* ''Inability to purchase third-party reinsurance'' in desired amounts on commercially acceptable terms or terms that adequately protect the company may materially adversely affect business, financial condition, and results of operations <sup>p. 21</sup>.
* ''Losses and loss expense reserves'' may be inadequate to cover actual losses, which could have a material adverse effect on financial condition, results of operations, and cash flows <sup>p. 21</sup>.
* ''Decline in financial strength rating'' may adversely affect the amount of business written <sup>p. 21</sup>.
* ''Unexpected changes in interpretation of coverage or provisions'', including loss limitations and exclusions, in policies could have a material adverse effect on financial condition and results of operations <sup>p. 21</sup>.
* ''Reinsurers may not reimburse claims'' on a timely basis, or at all, which may materially adversely affect business, financial condition, and results of operations <sup>p. 21</sup>.
* ''Failure to accurately and timely pay claims'' could materially and adversely affect business, financial condition, results of operations, and prospects <sup>p. 21</sup>.
* ''Adverse economic factors'', including recession, inflation, high unemployment, or lower economic activity, could lead to fewer policy sales, increased claim frequency, premium defaults, or falsification of claims, affecting growth and profitability <sup>p. 21</sup>.
* ''Cyclical nature of the insurance business'' may affect financial performance and cause operating results to vary quarter to quarter, not being indicative of future performance <sup>p. 21</sup>.
* ''Extensive regulation'' may adversely affect the ability to achieve business objectives; non-compliance could lead to penalties, fines, and suspensions, adversely affecting financial condition and results of operations <sup>p. 21</sup>.
* ''Loss of one or more key personnel'' or inability to attract and retain qualified personnel could adversely affect the company <sup>p. 21</sup>.
* ''Failure to achieve and maintain effective internal controls'' could impact operating results and financial condition, and negatively affect the market price of common stock <sup>p. 21</sup>.
* ''Costs will increase significantly'' as a result of operating as a public company, requiring substantial management time to comply with public company regulations <sup>p. 21</sup>.
* ''Use of derivatives'' to mitigate market price volatility exposure may subject the company to risks such as hedge ineffectiveness, basis risk, collateral and margin call liquidity pressures, and valuation uncertainty, any of which could adversely affect financial condition <sup>p. 21</sup>.
* ''Integration of Apollo'' may present unforeseen challenges, including difficulties in integrating technology systems, business processes, and risk management frameworks, potentially resulting in operational disruptions, increased costs, or delays in realizing anticipated strategic benefits from the acquisition <sup>p. 21</sup>.
'''Risks Related to Our Business and Industry'''
* ''Underwriting success'' depends on accurately assessing risks and establishing appropriate premium rates <sup>p. 22</sup>.
* Misunderstanding the nature or extent of risks can lead to inappropriate premium rates, adversely affecting financial results <sup>p. 22</sup>.
* Employee decisions, including management and underwriters, expose the company to risk in the ordinary course of business <sup>p. 22</sup>.
* ''Competition'' in the insurance industry is intense, based on price, financial strength, distribution relationships, product terms, ratings, claims payment speed, and underwriting team experience <sup>p. 22</sup>.
* ''Increased consolidation'' in the insurance industry may further intensify competition <sup>p. 22</sup>.
* New industry or legislative developments could also increase competition <sup>p. 22</sup>.
* Inability to compete successfully could affect the ability to price products at risk-adequate rates, retain existing business, or underwrite new business on favorable terms, adversely affecting operating results <sup>p. 22</sup>.
* ''Reliance on distribution channels'' (retail agents, brokers, wholesalers, program administrators) exposes the company to risks <sup>p. 22</sup>.
* Most products are distributed through independent retail agents and brokers who own "renewal rights," making the business model dependent on these relationships <sup>p. 22</sup>.
* Relationships with distributors can be discontinued or become unprofitable <sup>p. 22</sup>.
* Consolidation of insurance distribution firms may increase their influence on commission rates and business concentration with specific brokers <sup>p. 22</sup>.
* ''Credit risk'' is assumed from brokers who collect premiums directly from policyholders but may not remit them to the company <sup>p. 22</sup>.
* In certain jurisdictions, premium payment to a broker is considered payment to the insurer, making the insured not liable even if the company doesn't receive the premium <sup>p. 22</sup>.
* The company may be required to provide coverage despite not receiving premiums from brokers, which could decline underwriting profits and adversely affect financial condition <sup>p. 22</sup>.
* The company reviews the ''financial condition of new brokers'' and periodically reviews existing distributors for profitability and alignment with business objectives <sup>p. 22</sup>.
* Following reviews, the company may restrict or terminate relationships with distributors, subject to contractual and regulatory requirements <sup>p. 22</sup>.
* Deterioration in distributor relationships or uncompetitive compensation could lead distributors to place more premium with other carriers <sup>p. 22</sup>.
* Distributors exceeding authority, failing to transfer collected premiums, or breaching obligations could expose the company to liability <sup>p. 22</sup>.
* Continued or increased ''consolidation of insurance distribution firms'' could negatively impact sales channels, leading to loss of market access or share <sup>p. 22</sup>.
* Consolidation could result in loss of talent knowledgeable about products or increased commission costs due to larger distributors' negotiating leverage <sup>p. 22</sup>.
* ''Digitization speed'' exposes the company to risks related to distributors' ability to keep pace, as customers may prefer technology-driven experiences <sup>p. 22</sup>.
* Inability to purchase ''third-party reinsurance'' on desired or commercially acceptable terms could materially adversely affect the business <sup>p. 22</sup>.
* Reinsurance protects capital from severity events and reduces earnings volatility <sup>p. 22</sup>.
* Failure to renew expiring contracts, enter new arrangements, or expand coverage could increase loss exposure <sup>p. 22</sup>.
* Increased loss exposure could necessitate reducing underwriting commitments, adversely affecting the business <sup>p. 22</sup>.
* Reinsurers may exclude certain coverages or alter terms, leading to gaps in reinsurance protection and greater risk exposure <sup>p. 22</sup>.
* ''Losses and loss expense (LAE) reserves'' may be inadequate to cover actual losses, materially affecting financial condition, results, and cash flows <sup>p. 22</sup>.
* Reserves are estimates of ultimate claim settlement and administration costs, and actual liability may differ <sup>p. 22</sup>.
* The reserving process considers historical data and factors such as claims inflation, claims development patterns, pricing, legislative activity, social/economic patterns, and litigation trends <sup>p. 22</sup>.
* Variables affecting loss exposure are influenced by internal and external events <sup>p. 22</sup>.
* The process assumes past experience, adjusted for current developments and trends, is appropriate for predicting future events, but actual results may deviate <sup>p. 22</sup>.
* ''Uncertainties impacting reserve adequacy'' include:
** Time required to fully assess covered losses, leading to potential increases in loss estimates over time <sup>p. 22</sup>.
** Retroactive enforcement of new theories of liability by courts <sup>p. 22</sup>.
** Failure of loss limitations or exclusions, or changes in claims/coverage issues, could materially affect financial condition <sup>p. 22</sup>.
** Volatility in financial markets, economic events, and external factors may increase claim frequency/severity <sup>p. 22</sup>.
** Elevated inflationary conditions would increase loss costs <sup>p. 22</sup>.
** Adverse economic factors (recession, inflation, high unemployment) could reduce policy sales or increase claim frequency/severity and premium defaults <sup>p. 22</sup>.
** Increased costs due to "social inflation" (medical/material costs, technology in vehicles, attorney involvement, litigation financing, lawsuit abuse) could increase claim frequency/severity and affect reserve adequacy <sup>p. 22</sup>.
** Increased claim frequency, even without liability, could escalate evaluation and handling costs beyond established reserves <sup>p. 22</sup>.
** New lines of business or theories of claims may lead to increased claim frequency and higher handling costs than anticipated <sup>p. 22</sup>.
* Inadequate reserves require increasing reserves, reducing net income and stockholders' equity in the period of identification <sup>p. 22</sup>.
* Future loss experience substantially exceeding reserves could materially affect future earnings, liquidity, and financial rating <sup>p. 22</sup>.
* A ''decline in financial strength rating'' may adversely affect the amount of business written <sup>p. 22</sup>.
* Independent ratings agencies (e.g., A.M. Best) assess financial strength and quality of insurers <sup>p. 22</sup>.
* A.M. Best's ratings range from "A++" (Superior) to "F" (liquidation) <sup>p. 22</sup>.
* As of the filing date, A.M. Best assigned an "A" (Excellent) financial strength rating with a stable outlook to the company <sup>p. 22</sup>.
* A.M. Best ratings are an independent opinion of an insurer's ability to meet policyholder obligations, not an evaluation for investors <sup>p. 22</sup>.
* A.M. Best's analysis includes balance sheet strength, operating performance, business profile, comparisons to peers, operating plans, philosophy, and management <sup>p. 22</sup>.
* A.M. Best periodically reviews and may revise ratings downward based on analyses of balance sheet strength, operating performance, and business profile <sup>p. 22</sup>.
* Factors that could affect A.M. Best's analysis and potentially lead to a downgrade include:
** Changes in business practices from the organizational plan that no longer support the rating <sup>p. 22</sup>.
** Unfavorable financial, regulatory, or market trends, including excess market capacity <sup>p. 22</sup>.
** Losses exceeding loss reserves <sup>p. 22</sup>.
** Unresolved issues with government regulators <sup>p. 22</sup>.
** Inability to retain senior management or other key personnel <sup>p. 22</sup>.
** Significant investment portfolio losses or limited liquidity <sup>p. 22</sup>.
** Alterations in A.M. Best's capital adequacy assessment methodology that adversely affect the rating <sup>p. 22</sup>.
* A downgrade or withdrawal of rating could cause distribution partners and insureds to choose other competitors, increase reinsurance costs or reduce its availability, or severely limit new and renewal insurance contracts <sup>p. 22</sup>.
* Rating organizations may heighten scrutiny, increase review frequency/scope, request additional information, or increase capital requirements due to earnings and capital pressures in financial institutions <sup>p. 22</sup>.
* There is no assurance the rating will remain at its current level, and adverse ratings consequences could materially affect financial condition and results <sup>p. 22</sup>.
* ''Unexpected changes in interpretation of coverage or provisions'', including loss limitations and exclusions, could materially affect financial condition and results <sup>p. 22</sup>.
* No assurances that loss limitations or exclusions will be enforceable as intended <sup>p. 22</sup>.
* Changing industry practices, legal, judicial, social, and other conditions may lead to unexpected claims and coverage issues <sup>p. 22</sup>.
* Courts or regulatory authorities could nullify or void limitations/exclusions, or legislation could modify/bar their use, leading to higher than anticipated losses and LAE <sup>p. 22</sup>.
* Court decisions, like the 1995 Montrose decision in California, could narrowly read exclusions, expanding coverage and requiring new exclusions <sup>p. 22</sup>.
* These issues could broaden coverage beyond underwriting intent or increase claim frequency/severity <sup>p. 22</sup>.
* The full extent of liability under insurance contracts may not be known for many years after issuance <sup>p. 22</sup>.
* ''Reinsurers may not reimburse claims timely or at all'', materially affecting the business <sup>p. 22</sup>.
* Reinsurance contracts require premium payments to reinsurers who reimburse for covered policy claims <sup>p. 22</sup>.
* Reinsurers may be called upon to reimburse claims many years after premiums were paid <sup>p. 22</sup>.
* Reinsurance makes the reinsurer liable but does not relieve the ceding insurer of primary liability to policyholders <sup>p. 22</sup>.
* The current reinsurance program aims to limit financial risk <sup>p. 22</sup>.
* Reinsurers may default due to insolvency, lack of liquidity, operational failure, prohibitions, fraud, asserted defenses, or documentation deficiencies <sup>p. 22</sup>.
* Disputes with reinsurers can be time-consuming, costly, and uncertain <sup>p. 22</sup>.
* These risks could lead to increased net losses and adversely affect financial condition <sup>p. 22</sup>.
* As of December 31, 2025, the company had ''$1,119.9 million in reinsurance recoverables'' <sup>p. 22</sup>.
* ''Failure to accurately and timely pay claims'' could materially and adversely affect the business <sup>p. 22</sup>.
* Factors affecting claims payment include claims representative training/experience, management effectiveness, and appropriate procedures/systems <sup>p. 22</sup>.
* Inaccurate or untimely claims payment could lead to regulatory actions, litigation, reputational damage, and adverse effects on the business <sup>p. 22</sup>.
* Ineffective management of Third-Party Administrators (TPAs) or inability of staff/TPAs to handle claim volume could adversely affect workload capacity <sup>p. 22</sup>.
* This could slow growth in affected markets and decrease claims work quality, adversely affecting operating margins <sup>p. 22</sup>.
* ''Severe weather, climate change, catastrophes, pandemics, and man-made events'' may adversely affect the business <sup>p. 22</sup>.
* Catastrophes include natural events (winter weather, storms, earthquakes, fires) and man-made events (explosions, war, terrorist attacks) <sup>p. 22</sup>.
* Changing weather patterns and climatic conditions (global warming) increase unpredictability and frequency of natural disasters, including in new areas <sup>p. 22</sup>.
* Climate change may increase frequency and severity of extreme weather events, such as hurricanes and wildfires <sup>p. 22</sup>.
* A natural disaster or catastrophe loss could materially adversely affect the business <sup>p. 22</sup>.
* This includes indirect impacts from catastrophes not insured against, such as the ''2025 California wildfires'', where affected policyholders may cancel policies <sup>p. 22</sup>.
* Increased frequency and severity of weather events (e.g., hurricanes, convective storms) could affect the ability to predict, quantify, reinsure, and manage catastrophe risk, increasing losses <sup>p. 22</sup>.
* Catastrophe losses depend on frequency and severity of events and total insured exposure <sup>p. 22</sup>.
* Incidence and severity of catastrophes are inherently unpredictable <sup>p. 22</sup>.
* Exposure to losses is managed by analyzing probability and severity of events and their impact on underwriting and investment portfolios <sup>p. 22</sup>.
* Indirect impacts can occur if insured businesses are affected by catastrophes not directly covered, leading to non-payment of premiums on other products <sup>p. 22</sup>.
* Inability to obtain reinsurance coverage at reasonable rates and adequate amounts for severe weather/catastrophes could materially affect the business <sup>p. 22</sup>.
* ''Pandemics, outbreaks, public health crises, and geopolitical/social events'' also pose risks <sup>p. 22</sup>.
* Policy terms typically exclude virus-related claims, but court decisions and governmental actions may challenge these exclusions <sup>p. 22</sup>.
* Changes in domestic and international climate policy programs and legislation could have a material adverse effect <sup>p. 22</sup>.
* ''Program administrators' failure to comply with guidelines'' could adversely affect results <sup>p. 22</sup>.
* Program administrators have limited quoting and binding authority and sell products through retail agents and brokers <sup>p. 22</sup>.
* They can bind certain risks without initial approval <sup>p. 22</sup>.
* Non-compliance with underwriting guidelines could bind the company to unanticipated risks, adversely affecting results <sup>p. 22</sup>.
* ''Actual renewals or new business from repeat insureds not meeting expectations'' could materially adversely affect future written premium and results <sup>p. 22</sup>.
* Most contracts are one-year term and renewable; some insureds are repeat customers with new contracts <sup>p. 22</sup>.
* Financial forecasting includes assumptions about renewal rates and repeat business <sup>p. 22</sup>.
* The insurance industry is cyclical with intense price-based competition <sup>p. 22</sup>.
* If renewals/repeat business don't meet expectations or are not written due to pricing, future written premium and operations would be materially adversely affected <sup>p. 22</sup>.
* ''Increased public attention to ESG matters'' may lead to negative public perception, reputational harm, additional costs, or stock price impact <sup>p. 22</sup>.
* Failure or perceived failure to meet investor/customer ESG expectations could harm business and reputation <sup>p. 22</sup>.
* Backlash from investors/customers on ESG topics could also cause harm <sup>p. 22</sup>.
* Reputational damage from providing policies to certain insureds could decrease demand, materially affecting business and requiring resources to rebuild reputation <sup>p. 22</sup>.
* ''Changes in accounting practices and future pronouncements'' may materially affect reported financial results <sup>p. 22</sup>.
* New accounting practices may require considerable additional expenses, especially for comparative or retroactive application <sup>p. 22</sup>.
* The impact of accounting changes on net income, shareholder's equity, and other financial statement items is unpredictable <sup>p. 22</sup>.
* Insurance subsidiaries must comply with ''Statutory Accounting Principles (SAP)'' <sup>p. 22</sup>.
* SAP is reviewed by the NAIC, its task forces, committees, and state insurance departments <sup>p. 22</sup>.
* Proposals before NAIC committees could negatively affect insurance industry participants if enacted <sup>p. 22</sup>.
* The NAIC continuously examines existing laws and regulations, and the impact of reforms is unpredictable <sup>p. 22</sup>.
* ''Use of derivatives'' to mitigate market price volatility may subject the company to risks <sup>p. 22</sup>.
* Risks include hedge ineffectiveness (imperfect correlation), basis risk (futures prices not aligning with cash market prices), collateral and margin call liquidity pressures, and valuation uncertainty <sup>p. 22</sup>.
* These factors may prevent hedging strategies from effectively reducing volatility and could materially adversely impact financial results <sup>p. 22</sup>.
'''Risks Related to the Market and Economic Conditions'''
* Adverse economic factors like recession, inflation, high unemployment, or lower economic activity can lead to fewer policy sales, increased claim frequency, premium defaults, or claim falsification, impacting growth and profitability <sup>p. 23</sup>.
* Economic downturns characterized by higher unemployment, declining spending, and reduced corporate revenue generally reduce demand for insurance products, affecting premium levels and profitability <sup>p. 23</sup>.
* Negative economic factors can hinder the ability to charge appropriate rates for risk, reduce the number of policies written, and limit opportunities for profitable underwriting <sup>p. 23</sup>.
* During an economic downturn, customers may reduce insurance needs, cancel policies, modify coverage, or not renew policies <sup>p. 23</sup>.
* Existing policyholders might exaggerate or falsify claims to obtain higher payments during an economic downturn <sup>p. 23</sup>.
* A significant collapse in economic segments like construction, credit markets, or energy production/servicing could adversely affect results across several underwriting divisions <sup>p. 23</sup>.
* The insurance business is historically cyclical, causing operating results to vary quarterly and not necessarily indicate future performance <sup>p. 23</sup>.
* Insurance carriers experience significant fluctuations in operating results due to competition, catastrophic events, capacity levels, litigation trends, regulatory constraints, and general economic conditions <sup>p. 23</sup>.
* The supply of insurance is influenced by prevailing prices, insured losses, and available industry capital, which fluctuate with investment returns <sup>p. 23</sup>.
* The insurance industry is cyclical, characterized by periods of intense price competition due to excessive underwriting capacity (soft market) and periods of capacity shortages increasing premiums (hard market) <sup>p. 23</sup>.
* Demand for insurance depends on factors such as catastrophic event frequency/severity, capacity levels, new capital providers, and general economic conditions, all of which fluctuate and can contribute to price declines <sup>p. 23</sup>.
* The profitability of most P&C insurance companies tends to follow cyclical market patterns, with higher gross written premium growth and improved profitability during hard market cycles <sup>p. 23</sup>.
* The cyclical market pattern can be more pronounced in the E&S market than in the standard insurance market <sup>p. 23</sup>.
* When the standard insurance market hardens, the E&S market typically hardens, and E&S growth can be significantly more rapid than standard market growth <sup>p. 23</sup>.
* When market conditions soften, customers previously in the E&S market may return to the admitted market, exacerbating the effects of rate decreases on financial results <sup>p. 23</sup>.
* The market may experience "micro cycles" where specific areas harden or soften independently and potentially more drastically than the overall market <sup>p. 23</sup>.
* Operating results are subject to fluctuation and have historically varied quarter-to-quarter <sup>p. 23</sup>.
* Quarterly results are expected to continue fluctuating due to general economic conditions, frequency/severity of catastrophes, fluctuating interest rates, claims exceeding loss reserves, industry competition, deviations from expected premium retention, adverse investment performance, and reinsurance coverage costs <sup>p. 23</sup>.
* The company's results of operations depend partly on the performance of its investment portfolio <sup>p. 23</sup>.
* The investment portfolio is diversified and managed by professional investment advisory firms according to an investment policy, with routine review by the Investment Committee <sup>p. 23</sup>.
* Investments are subject to general economic conditions, market risks, and risks inherent to specific securities <sup>p. 23</sup>.
* Primary market risk exposures are to changes in interest rates and equity prices <sup>p. 23</sup>.
* A significant portion of the investment portfolio is in fixed maturity securities, or separately managed accounts and limited partnerships primarily invested in fixed maturity securities <sup>p. 23</sup>.
* Interest rates rose materially in 2022 and 2023 <sup>p. 23</sup>.
* A low interest rate environment, potentially resulting from federal government actions to slow inflation (e.g., rate cuts, Inflation Reduction Act of 2022), would pressure net investment income, particularly for fixed maturity and short-term investments, adversely affecting operating results <sup>p. 23</sup>.
* Recent and future interest rate increases could cause declines in the value of fixed income securities portfolios, with the magnitude depending on duration and rate increase <sup>p. 23</sup>.
* Some fixed income securities with call or prepayment options create reinvestment risk in declining rate environments <sup>p. 23</sup>.
* Mortgage-backed and other asset-backed securities carry prepayment risk or may not prepay as quickly as expected in a rising interest rate environment <sup>p. 23</sup>.
* All fixed maturity securities, including those in separately managed accounts and limited partnerships, are subject to credit risk <sup>p. 23</sup>.
* ''Credit risk'' is the risk of investment default or impairment due to deterioration in the financial condition of issuers or guarantors of securities held <sup>p. 23</sup>.
* Downgrades in credit ratings of fixed maturity securities could significantly negatively affect their market valuation <sup>p. 23</sup>.
* The company invests in marketable preferred and common equity securities and exchange-traded funds, which are carried at fair market value and are subject to potential losses and market value declines <sup>p. 23</sup>.
* Market and credit risks could reduce net investment income and result in realized investment losses <sup>p. 23</sup>.
* The investment portfolio faces increased valuation uncertainties when investment markets are illiquid, as is the case with fixed maturity securities held to maturity, separately managed accounts, and limited partnership investments <sup>p. 23</sup>.
* Valuation of investments is more subjective in illiquid markets, increasing the risk that estimated fair value does not reflect actual transaction prices <sup>p. 23</sup>.
* Risks for all security types are managed through an investment policy that sets parameters including maximum investment percentages and minimum credit quality levels <sup>p. 23</sup>.
* These investment parameters are believed to be within applicable guidelines established by the NAIC, the Texas Department of Insurance, and the Oklahoma Department of Insurance <sup>p. 23</sup>.
* The Investment Committee periodically reviews Enterprise Based Asset Allocation models for overall risk management <sup>p. 23</sup>.
<blockquote>"Although we seek to preserve our capital, we cannot be certain that our investment objectives will be achieved, and results may vary substantially over time." <sup>p. 23</sup></blockquote>
* Investment strategies are sought that are not correlated with insurance and reinsurance exposures <sup>p. 23</sup>.
* Losses in the investment portfolio may occur concurrently with underwriting losses, exacerbating their adverse effect <sup>p. 23</sup>.
* The company could be forced to sell investments to meet liquidity requirements <sup>p. 23</sup>.
* Premiums received are invested until needed to pay policyholder claims <sup>p. 23</sup>.
* The duration of the investment portfolio is managed based on the duration of losses and LAE reserves to provide sufficient liquidity and avoid liquidating investments to fund claims <sup>p. 23</sup>.
* Risks such as inadequate losses and LAE reserves or unfavorable litigation trends could necessitate selling investments to fund liabilities <sup>p. 23</sup>.
<blockquote>"We may not be able to sell our investments at favorable prices or at all." <sup>p. 23</sup></blockquote>
* Sales of investments could result in significant realized losses depending on general market conditions, interest rates, and credit issues with individual securities <sup>p. 23</sup>.
'''Risks Related to the Regulatory Environment'''
* ''Extensive regulation'' may adversely affect the ability to achieve business objectives <sup>p. 24</sup>.
* Failure to comply with regulations may lead to penalties, including fines and suspensions, adversely affecting financial condition and results of operations <sup>p. 24</sup>.
* Primary insurance subsidiaries, ''GMIC, HSIC, and IIC'', are subject to extensive regulation in Texas (state of domicile) and other operating states <sup>p. 24</sup>.
* Most insurance regulations protect policyholders' interests, not investors' or stockholders' <sup>p. 24</sup>.
* Regulations are administered by state departments of insurance and cover capital/surplus requirements, investment/underwriting limitations, affiliate transactions, dividend limitations, changes in control, solvency, and other financial/non-financial aspects <sup>p. 24</sup>.
* Significant changes in laws and regulations could limit discretion or increase business costs <sup>p. 24</sup>.
* State insurance regulators conduct periodic examinations and require annual/other reports on financial condition and holding company issues <sup>p. 24</sup>.
* Regulatory requirements may impose timing and expense constraints, affecting business objectives <sup>p. 24</sup>.
* Insurance subsidiaries are part of an ''"insurance holding company system"'' under Texas statutes and regulations <sup>p. 24</sup>.
* Certain transactions between insurance subsidiaries and affiliates require prior notice to the ''Texas Department of Insurance'', potentially causing business delays and additional expenses <sup>p. 24</sup>.
* Failure to file required notifications or comply with Texas insurance regulations may result in significant fines, penalties, and impaired working relationships with the Texas Department of Insurance <sup>p. 24</sup>.
* State insurance regulators have broad discretion to deny or revoke licenses for regulation violations <sup>p. 24</sup>.
* Practices based on interpretations of regulations or industry norms may differ from regulatory authorities' interpretations <sup>p. 24</sup>.
* Lack of requisite licenses/approvals or non-compliance could lead to temporary suspension or preclusion from activities in a state, or other penalties, adversely affecting business operations <sup>p. 24</sup>.
* Changes in insurance industry regulation or interpretations could interfere with operations and increase compliance costs <sup>p. 24</sup>.
* Insurance subsidiaries are subject to ''risk-based capital requirements'' based on the NAIC model and Texas law <sup>p. 24</sup>.
* These requirements establish minimum risk-based capital for business operations and identify inadequately capitalized property and casualty insurers based on asset/liability risks and net written premium mix <sup>p. 24</sup>.
* Insurers below a calculated threshold may face regulatory action, including supervision, rehabilitation, or liquidation <sup>p. 24</sup>.
* Failure to maintain required risk-based capital levels could adversely affect the insurance subsidiary's regulatory authority and A.M. Best Rating <sup>p. 24</sup>.
* ''Additional government or market regulation'' may have a material adverse impact on the business <sup>p. 24</sup>.
* Business could be adversely affected by changes in laws related to asset/reserve valuation, surplus requirements, investment/dividend limitations, enterprise risk, and risk-based capital <sup>p. 24</sup>.
* The U.S. federal government generally does not directly regulate the insurance industry, except for flood, nuclear, and terrorism risks <sup>p. 24</sup>.
* Potential federal legislation could affect the insurance industry in areas like privatization of Freddie Mac/Fannie Mae, reduction in federal subsidies for agriculture, tort reform, corporate governance, and taxation of reinsurance companies <sup>p. 24</sup>.
* Changes to ''U.S. tax laws'' and new tax policies could negatively impact the overall economy and the business <sup>p. 24</sup>.
* Legislative or other actions related to taxes could negatively affect the company, investments, or stockholders <sup>p. 24</sup>.
* Rules for U.S. federal income taxation are constantly under review by legislators, the IRS, and the U.S. Department of the Treasury <sup>p. 24</sup>.
* New legislation, U.S. Treasury regulations, administrative interpretations, or court decisions could have adverse consequences <sup>p. 24</sup>.
* On ''July 4, 2025'', H.R. 1, the ''"One Big Beautiful Bill Act" (OBBBA)'', was signed into law in the United States <sup>p. 24</sup>.
* The OBBBA modifies key business tax provisions, including restoration of ''100% bonus depreciation'' under Section 168(k) of the IRC, immediate deduction of U.S. domestic research and experimental expenditures under Section 174A of the IRC, and the EBITDA-based business interest expense limitation under Section 163(j) of the IRC <sup>p. 24</sup>.
* The OBBBA also includes changes to the computation of taxes related to international operations <sup>p. 24</sup>.
* Based on current analysis, these OBBBA provisions are not expected to have a material impact on the business and results of operations <sup>p. 24</sup>.
* Regulations and IRS guidance implementing the OBBBA may create unforeseen issues, and further tax law changes may occur <sup>p. 24</sup>.
* There is no assurance that the business will not be adversely affected by the OBBBA or other tax law changes <sup>p. 24</sup>.
* Ability to utilize ''net operating loss carryforwards (NOLs)'' and other tax attributes may be limited <sup>p. 24</sup>.
* As of ''December 31, 2025'', gross federal income tax NOLs were approximately ''$40.3 million'', available to offset future taxable income <sup>p. 24</sup>.
* These NOLs are subject to annual limitations under Section 382 of the Code and are set to expire beginning in ''2032'' <sup>p. 24</sup>.
* Under ''Section 382 of the Code'', an "ownership change" (greater than 50% change in equity ownership by certain stockholders over a rolling three-year period) can limit the use of pre-ownership change NOLs <sup>p. 24</sup>.
* Future ownership changes due to shifts in stock ownership, some outside of control, may occur <sup>p. 24</sup>.
* Future regulatory changes could also limit the ability to utilize NOLs <sup>p. 24</sup>.
* Inability to offset future taxable income with NOLs could adversely affect net income and cash flows <sup>p. 24</sup>.
* As a holding company, with substantially all operations conducted by insurance subsidiaries, liquidity at the holding company level (including dividend payments and debt service) depends on cash dividends or permitted payments from insurance subsidiaries <sup>p. 24</sup>.
* Continued operation and growth will require substantial capital <sup>p. 24</sup>.
* No intention to declare and pay cash dividends on common stock in the foreseeable future <sup>p. 24</sup>.
* Ability to pay dividends to stockholders and meet debt obligations largely depends on dividends and distributions from primary insurance subsidiaries: ''GMIC, HSIC, and IIC'' <sup>p. 24</sup>.
* State insurance laws, including Texas laws, restrict the ability of GMIC, HSIC, and IIC to determine stockholder dividends <sup>p. 24</sup>.
* State insurance regulators require insurance companies to maintain specified levels of statutory capital and surplus <sup>p. 24</sup>.
* Dividend payments are limited to the part of available policyholder surplus derived from net profits <sup>p. 24</sup>.
* State insurance regulators have broad powers to prevent reduction of statutory surplus to inadequate levels <sup>p. 24</sup>.
* There is no assurance that dividends up to maximum calculated amounts would be permitted <sup>p. 24</sup>.
* State insurance regulators may adopt more restrictive statutory provisions regarding dividend payments in the future <sup>p. 24</sup>.
* Any future dividend payments will be at the discretion of the ''Board of Directors'' and depend on results, financial condition, contractual restrictions, indebtedness, applicable law, and other relevant factors <sup>p. 24</sup>.
* Investors may need to sell common stock after price appreciation (which may not occur) as the only way to realize future gains <sup>p. 24</sup>.
* Investors seeking immediate cash dividends should not purchase common stock <sup>p. 24</sup>.
* Applicable insurance laws may make it difficult to effect a ''change of control'' <sup>p. 24</sup>.
* Under Texas insurance laws, acquiring control of a domestic insurer requires written approval from the state insurance commissioner <sup>p. 24</sup>.
* Approval depends on factors including the acquirer's financial strength, plans for the insurer's future operations, and potential anti-competitive results <sup>p. 24</sup>.
* Texas insurance laws apply to direct and indirect acquisition of ''10% or more'' of the voting stock of a Texas-domiciled insurer <sup>p. 24</sup>.
* Acquisition of ''10% or more'' of Skyward Specialty's common stock would be considered an indirect change of control, triggering filing requirements under Texas insurance laws, unless a disclaimer of control filing is accepted by the Texas Insurance Department <sup>p. 24</sup>.
* These requirements may discourage acquisition proposals and delay, deter, or prevent a change of control, even if desirable to stockholders <sup>p. 24</sup>.
'''Risks Related to Our Liquidity and Access to Capital'''
* ''Future capital requirements'' depend on factors such as the ability to write new business successfully and establish adequate premium rates and reserves to cover losses <sup>p. 25</sup>.
* ''Additional funds'' may be required if operational cash flows are insufficient, the capital position is negatively impacted by investment portfolio decline, catastrophe losses, or adverse reserve development <sup>p. 25</sup>.
* ''Capital needs'' are affected by growth rate, profitability, claims experience, reinsurance availability, market disruptions, and other unforeseeable developments <sup>p. 25</sup>.
* ''Equity or debt financing'' may not be available or may be on unfavorable terms, potentially leading to stockholder dilution or restrictive covenants <sup>p. 25</sup>.
* ''Inability to obtain adequate capital'' could materially adversely affect operating plans, business, financial condition, or results of operations <sup>p. 25</sup>.
* ''Access to credit'' under the Revolving Credit Facility is subject to conditions that, if not met, could prevent borrowing and adversely affect liquidity, financial position, and results of operations <sup>p. 25</sup>.
* ''Breach of covenants'' under the Term Loan Facility and Revolving Credit Facility could lead to an event of default, making all outstanding amounts immediately due and payable <sup>p. 25</sup>.
* ''Inability to repay debt'' due to an event of default could occur if assets are insufficient, or if the current credit market and macroeconomic challenges impact the ability to borrow or sell assets/equity <sup>p. 25</sup>.
'''Risks Related to Our Operations'''
* ''Loss of key personnel'' or inability to attract and retain qualified personnel could adversely affect operations <sup>p. 26</sup>.
* ''Talent pool'' for recruitment is limited and fluctuates based on market dynamics, potentially increasing compensation expectations and labor costs <sup>p. 26</sup>.
* ''Loss of key personnel'' or inability to attract talent could hinder competitive position in specialized markets <sup>p. 26</sup>.
* ''Security breaches, data loss, cyberattacks'', and IT failures could disrupt operations, damage reputation, and adversely affect business and financial results <sup>p. 26</sup>.
* ''Business is highly dependent'' on information technology and telecommunications systems for underwriting, claims, and financial operations <sup>p. 26</sup>.
* ''System failures'' due to natural catastrophes, terrorist attacks, industrial accidents, or cyber-attacks could limit ability to write business, provide customer service, or pay claims <sup>p. 26</sup>.
* ''Security measures'' are in place, but systems and networks may still be subject to breaches or interference <sup>p. 26</sup>.
* ''A data incident'' occurred where attackers acquired certain data, but an investigation determined it was immaterial with no evidence of nation-state involvement or misuse <sup>p. 26</sup>.
* ''Future cybersecurity events'' could lead to operational disruptions, unauthorized access to data, legal claims, regulatory scrutiny, reputational damage, and increased costs <sup>p. 26</sup>.
* ''SEC and state law requirements'' for public notification of incidents could exacerbate harm <sup>p. 26</sup>.
* ''Advances in criminal capabilities'' or new vulnerabilities could compromise technology and security measures <sup>p. 26</sup>.
* ''Third parties'' to whom functions are outsourced are also subject to these risks, and their increased use of cloud-based services could make identifying and responding to cyberattacks more difficult <sup>p. 26</sup>.
* ''Artificial intelligence (AI)'' and machine learning growth may alter the competitive landscape <sup>p. 26</sup>.
* ''Employees use AI'' for risk selection, pricing, and claims handling <sup>p. 26</sup>.
* ''Competitive position'' may be harmed if competitors leverage AI solutions more quickly or effectively <sup>p. 26</sup>.
* ''Deficient, inaccurate, or biased AI'' content, analyses, or recommendations could adversely affect business, financial condition, results, and reputation <sup>p. 26</sup>.
* ''Costs may be incurred'' to adopt and deploy AI technologies that become obsolete earlier than expected <sup>p. 26</sup>.
* ''Uncertainty exists'' in the legal and regulatory landscape for AI at federal and state levels <sup>p. 26</sup>.
* ''New AI laws or regulations'' could be burdensome, costly, and restrict ability to develop and deploy AI technologies <sup>p. 26</sup>.
* ''Inability to manage growth effectively'' could have a material adverse effect <sup>p. 26</sup>.
* ''Future business growth'' requires additional capital, systems development, and skilled personnel <sup>p. 26</sup>.
* ''Failure to manage growth'' includes inability to meet capital needs, expand systems, control internal processes, allocate human resources, and integrate acquisitions <sup>p. 26</sup>.
* ''Inorganic growth through acquisitions'' depends on identifying targets, favorable negotiations, transaction completion, and successful integration <sup>p. 26</sup>.
* ''Anticipated benefits'' from acquisitions, such as revenue growth, operational efficiencies, or synergies, may not be realized <sup>p. 26</sup>.
* ''Rapid growth in recent years'' may not be indicative of future growth rates <sup>p. 26</sup>.
* ''Sustaining revenue growth'' depends on effective product pricing, successful product deployment, strong distribution partner support, attracting qualified professionals, enhancing infrastructure, creating new distribution channels, introducing new products, competing effectively, and increasing brand awareness <sup>p. 26</sup>.
* ''Failure to achieve growth objectives'' makes forecasting future results difficult <sup>p. 26</sup>.
* ''Historical growth rate'' should not be considered indicative of future performance and may decline <sup>p. 26</sup>.
* ''Operating expenses'' could increase, and if revenue growth does not offset this, profitability could be harmed <sup>p. 26</sup>.
* ''Acquisition and integration of Apollo'' may adversely affect business, financial condition, and results of operations <sup>p. 26</sup>.
* ''Acquisition of Apollo'' was completed on January 1, 2026 <sup>p. 26</sup>.
* ''Integration risks'' include challenges in combining Apollo's operations, systems, technology, and personnel, potentially diverting management attention, disrupting business, and incurring unexpected costs <sup>p. 26</sup>.
* ''Realization of anticipated benefits'' from the Apollo acquisition, such as growth opportunities, is not assured <sup>p. 26</sup>.
* ''Retention of key Apollo personnel, partners, and customers'' is crucial for the acquisition's success <sup>p. 26</sup>.
* ''Cultural and operational differences'' between the company and Apollo, particularly in the Lloyd's market, may create challenges in harmonizing policies and procedures <sup>p. 26</sup>.
* ''Financial and accounting risks'' from the Apollo acquisition include goodwill and intangible asset recognition, potential impairment, undisclosed liabilities, and conversion of Apollo's U.K. GAAP financial statements to U.S. GAAP <sup>p. 26</sup>.
* ''Regulatory and compliance risks'' increase due to expansion into new jurisdictions and markets, including the Lloyd's market <sup>p. 26</sup>.
* ''Additional indebtedness'' was incurred in connection with the Apollo acquisition, which could limit financial flexibility or increase cost of capital <sup>p. 26</sup>.
* ''Integration process'' may divert management's attention from existing business operations <sup>p. 26</sup>.
* ''Inability to successfully integrate Apollo'' or realize anticipated benefits could materially and adversely affect business, financial condition, and results of operations <sup>p. 26</sup>.
* ''Litigation risks'' are typical in the industry, including disputes related to insurance claims and general commercial litigation <sup>p. 26</sup>.
* ''No current involvement'' in out-of-the-ordinary litigation with customers <sup>p. 26</sup>.
* ''Class action lawsuits'' and other litigation targeting the insurance industry can involve substantial or indeterminate amounts and have unpredictable outcomes <sup>p. 26</sup>.
* ''Social inflation'', particularly in third-party claims, can lead to oversized judgments <sup>p. 26</sup>.
* ''Litigation costs and settlement amounts'' can be inflated even without reaching judgment <sup>p. 26</sup>.
* ''Inability to predict future litigation'' or its impact on the business <sup>p. 26</sup>.
* ''Loss of key vendor relationships'' or vendor failure to protect data could affect operations <sup>p. 26</sup>.
* ''Reliance on vendors'' for computer hardware/software, claim adjustment, human resource benefits, and investment management services <sup>p. 26</sup>.
* ''Vendor bankruptcy, inability to provide services, system breaches'', or failure to protect confidential information could lead to operational impairments and financial losses <sup>p. 26</sup>.
* ''Failure to properly assess vendor risks'' could materially and adversely affect financial condition and results of operations <sup>p. 26</sup>.
* ''Continued reliance on third-party software'' is anticipated <sup>p. 26</sup>.
* ''Replacing third-party software'' may be difficult or costly, and integration of new software could require significant resources <sup>p. 26</sup>.
* ''License agreements'' for additional or alternative third-party software may not be available on commercially reasonable terms <sup>p. 26</sup>.
* ''Risks associated with third-party software'' use cannot be eliminated and could negatively affect the business <sup>p. 26</sup>.
* ''Failure to protect intellectual property rights'' for proprietary technology platform and brand, or being sued for infringement, could occur <sup>p. 26</sup>.
* ''Success and ability to compete'' depend on intellectual property, including brand rights and proprietary technology <sup>p. 26</sup>.
* ''Reliance on copyright and trade secret laws'', and confidentiality agreements to protect intellectual property <sup>p. 26</sup>.
* ''Inadequate intellectual property protection'' efforts or unsuccessful enforcement could adversely affect brand and business <sup>p. 26</sup>.
* ''Success also depends'' on not infringing on others' intellectual property rights <sup>p. 26</sup>.
* ''Future claims of infringement'' could lead to significant expenses, substantial damages, ongoing royalty payments, service restrictions, or unfavorable terms <sup>p. 26</sup>.
* ''Litigation over intellectual property'' could be costly, time-consuming, and divert management attention <sup>p. 26</sup>.
'''Risks Related to Ownership of Our Common Stock'''
* ''Increased costs as a public company'': The company expects to incur increased costs and management will devote substantial time to compliance initiatives due to operating as a public company <sup>p. 27</sup>.
* ''Financial reporting and management systems'': The company's accounting and other management systems and resources may not be adequately prepared for the financial reporting and other requirements of a public company <sup>p. 27</sup>.
* ''Significant expenses as a large accelerated filer'': As a public company and large accelerated filer, the company incurs significant legal, accounting, and other expenses not present as a private company <sup>p. 27</sup>.
* ''Compliance with federal securities laws'': Federal securities laws, including the Sarbanes-Oxley Act, Dodd-Frank Act, SEC, and Nasdaq rules, impose various requirements on public companies, increasing compliance costs and management time <sup>p. 27</sup>.
* ''Risk of unreliable financial statements'': Despite efforts, the company may not produce reliable financial statements or file them timely with the SEC, or comply with Nasdaq listing requirements <sup>p. 27</sup>.
* ''Sarbanes-Oxley Act Section 404 compliance'': Compliance with Section 404 requires substantial accounting expense and significant management effort for system and process evaluation and testing of internal control over financial reporting <sup>p. 27</sup>.
* ''Staffing for Section 404'': The company must maintain accounting and finance staff and consultants with public company reporting, technical accounting, and internal control knowledge to satisfy Section 404 requirements and provide internal audit services <sup>p. 27</sup>.
* ''Cost and challenge of Section 404 compliance'': The process to document and evaluate internal control over financial reporting is costly and challenging, requiring internal resources, outside consultants, and a detailed work plan <sup>p. 27</sup>.
* ''Risk of ineffective internal control'': There is a risk that neither the company nor its independent registered public accounting firm will conclude that internal control over financial reporting is effective within the prescribed timeframe, potentially leading to adverse financial market reactions or SEC investigations <sup>p. 27</sup>.
* ''Disclosure controls and procedures'': As a public company, the company must maintain disclosure controls and procedures to ensure timely and accurate information disclosure in SEC filings <sup>p. 27</sup>.
* ''Limitations of control systems'': Control systems, including disclosure controls and internal control over financial reporting, provide only reasonable, not absolute, assurance against errors and fraud due to inherent limitations <sup>p. 27</sup>.
* ''Impact of ineffective internal controls'': Failure to achieve and maintain effective internal controls could harm operating results and financial condition, and negatively affect the market price of common stock <sup>p. 27</sup>.
* ''Section 404(b) requirements'': The company must document and test internal control procedures to satisfy Section 404(b) of the Sarbanes-Oxley Act, requiring annual management assessments of internal control effectiveness <sup>p. 27</sup>.
* ''Deficiencies and management distraction'': Assessments may identify deficiencies not remediated timely, and testing/maintaining internal controls may divert management attention from business operations <sup>p. 27</sup>.
* ''Consequences of ineffective internal control'': If internal control over financial reporting is deemed ineffective, remediation costs and scope could be significant, and material weaknesses could impede timely and accurate SEC filings <sup>p. 27</sup>.
* ''Loss of investor confidence'': Any issues with internal controls could cause investors to lose confidence, or lead to suspension/termination of Nasdaq listing, negatively affecting stock price <sup>p. 27</sup>.
* ''Material weakness in ITGCs'': A material weakness in internal control over information technology general controls (ITGCs) was identified as of December 31, 2024, and remediated by December 31, 2025 <sup>p. 27</sup>.
* ''Impact of failing to maintain effective controls'': Failure to maintain an effective system of internal controls could adversely affect the market price of common stock <sup>p. 27</sup>.
* ''Limitations of ITGCs'': Even effective ITGCs provide only reasonable, not absolute, assurance regarding ITGCs <sup>p. 27</sup>.
* ''Identification of material weakness'': Control deficiencies over ITGCs were identified by management, including the CEO, CFO, and CIO/CTO, during fiscal year ended December 31, 2024, constituting a material weakness as described in "ITEM 9A. CONTROLS & PROCEDURES" of the 2024 Form 10-K <sup>p. 27</sup>.
* ''Remediation and future risks'': Measures have been taken to remediate the identified material weakness, but future identification of material weaknesses or significant deficiencies could lead to untimely or incorrect financial reporting <sup>p. 27</sup>.
* ''Adverse actions and reputation impact'': Untimely financial filings could result in adverse actions by shareholders, Nasdaq, SEC, or other regulators, and negatively affect reputation or investor perceptions, impacting stock price <sup>p. 27</sup>.
* ''Additional remediation costs'': The company may incur additional costs to remediate future material weaknesses or significant deficiencies <sup>p. 27</sup>.
* ''Future control failures'': No assurance can be given that additional material weaknesses or restatements will not arise, or that current controls will prevent irregularities or errors or facilitate fair financial statement presentation <sup>p. 27</sup>.
* ''Stock price volatility'': The market price of common stock has been and is likely to remain highly volatile, fluctuating due to factors beyond the company's control <sup>p. 27</sup>.
* ''Investment risk'': Investment in common stock is considered risky, and investors should be able to withstand significant loss and wide fluctuations in market value <sup>p. 27</sup>.
* ''Factors affecting stock price'': Factors that could affect stock price include:
** ''Market conditions'' in the broader stock market <sup>p. 27</sup>.
** ''Fluctuations'' in quarterly financial and operating results <sup>p. 27</sup>.
** ''Introduction of new products or services'' by the company or competitors <sup>p. 27</sup>.
** ''Issuance of new or changed securities analysts’ reports'' or recommendations <sup>p. 27</sup>.
** ''Operating results'' varying from expectations of securities analysts and investors <sup>p. 27</sup>.
** ''Short sales, hedging, and other derivative transactions'' in common stock <sup>p. 27</sup>.
** ''Guidance'' provided to the public, changes in guidance, or failure to meet guidance <sup>p. 27</sup>.
** ''Strategic actions'' by the company or competitors <sup>p. 27</sup>.
** ''Announcements'' by the company, competitors, or acquisition targets <sup>p. 27</sup>.
** ''Sales'' (or anticipated sales) of large blocks of stock by directors, executive officers, and principal stockholders <sup>p. 27</sup>.
** ''Additions or departures'' in the Board, senior management, or other key personnel <sup>p. 27</sup>.
** ''Regulatory, legal, or political developments'' <sup>p. 27</sup>.
** ''Public response'' to press releases or other public announcements <sup>p. 27</sup>.
** ''Litigation and governmental investigations'' <sup>p. 27</sup>.
** ''Changing economic conditions'', including social inflation <sup>p. 27</sup>.
** ''Changes in accounting principles'' <sup>p. 27</sup>.
** ''Indebtedness'' incurred or securities issued in the future <sup>p. 27</sup>.
** ''Default'' under agreements governing indebtedness <sup>p. 27</sup>.
** ''Exposure to capital and credit market risks'' affecting investment portfolio or capital resources <sup>p. 27</sup>.
** ''Changes in credit ratings'' <sup>p. 27</sup>.
** ''Other events or factors'', including natural disasters, war, acts of terrorism, or responses to these events <sup>p. 27</sup>.
* ''Extreme price and volume fluctuations'': Securities markets, including Nasdaq, have experienced extreme price and volume fluctuations often unrelated to company operating performance <sup>p. 27</sup>.
* ''Consequences of market fluctuations'': Broad market fluctuations, general market, economic, and political conditions (e.g., recessions, loss of investor confidence, interest rate changes) may negatively affect the market price of common stock <sup>p. 27</sup>.
* ''Risk of class action litigation'': Extreme price and volume fluctuations could cause the stock price to fall and expose the company to securities class action litigation, which could be costly, divert management attention, or harm the business <sup>p. 27</sup>.
* ''Management authority to change strategy'': Management has the authority to change underwriting guidelines or strategy without stockholder notice or approval <sup>p. 27</sup>.
* ''Fundamental changes without stockholder approval'': The company may make fundamental changes to operations without stockholder approval, potentially resulting in a strategy or underwriting guidelines materially different from those described in the "Business" section or other filings <sup>p. 27</sup>.
* ''Anti-takeover provisions'': Provisions in the certificate of incorporation and by-laws, Delaware law, and federal/state regulations may discourage, delay, or prevent a merger, tender offer, or change of control beneficial to shareholders <sup>p. 27</sup>.
* ''Impact of anti-takeover provisions on share price'': These provisions could adversely affect the price of common stock by making certain corporate actions more difficult for shareholders <sup>p. 27</sup>.
* ''Charter document provisions'': The company's charter documents include provisions that:
** ''Permit the Board of Directors'' to establish the number of directors and fill vacancies/newly created directorships <sup>p. 27</sup>.
** ''Classify the Board of Directors'' into three classes with staggered, three-year terms, with directors removable only for cause <sup>p. 27</sup>.
** ''Require super-majority voting'' to amend provisions in the certificate of incorporation and bylaws <sup>p. 27</sup>.
** ''Include blank-check preferred stock'', whose terms set by the Board could delay or prevent transactions or change of control <sup>p. 27</sup>.
** ''Eliminate stockholders' ability'' to call special meetings <sup>p. 27</sup>.
** ''Specify that special meetings'' can only be called by the Board, Chairman, or CEO <sup>p. 27</sup>.
** ''Prohibit stockholder consent action'' by other than unanimous written consent <sup>p. 27</sup>.
** ''Provide that Board vacancies'' may be filled only by a majority of directors then in office, even if less than a quorum <sup>p. 27</sup>.
** ''Prohibit cumulative voting'' in director elections <sup>p. 27</sup>.
** ''Establish advance notice requirements'' for Board nominations or proposals at annual meetings <sup>p. 27</sup>.
* ''Delaware General Corporation Law Section 203'': As a Delaware corporation, the company is subject to Section 203, which may prohibit large stockholders (owning 15% or more) from merging or combining for a period <sup>p. 27</sup>.
* ''Exclusive forum provision (Delaware Court of Chancery)'': The certificate of incorporation and bylaws designate the Court of Chancery of the State of Delaware as the exclusive forum for substantially all disputes between the company and its stockholders <sup>p. 27</sup>.
* ''Covered actions for Delaware forum'': This includes derivative actions, claims of breach of fiduciary duty, claims under DGCL or charter documents, actions to interpret/enforce charter documents, and actions governed by the internal affairs doctrine <sup>p. 27</sup>.
* ''Exclusive forum provision (Federal District Courts)'': Unless the company consents in writing, federal district courts of the U.S. are the sole and exclusive forum for resolutions of complaints arising under the Securities Act <sup>p. 27</sup>.
* ''Uncertainty of Securities Act provision enforcement'': There is uncertainty whether a court would enforce the exclusive forum provision for Securities Act claims, and stockholders are not deemed to waive compliance with federal securities laws <sup>p. 27</sup>.
* ''Limitations of exclusive forum provision'': This provision would not apply to suits enforcing duties/liabilities under the Exchange Act or other claims with exclusive federal jurisdiction <sup>p. 27</sup>.
* ''Impact of exclusive forum provision'': If enforced, this provision may limit stockholders' ability to bring claims in a preferred judicial forum, potentially discouraging lawsuits <sup>p. 27</sup>.
* ''Costs if forum provision is unenforceable'': If the choice of forum provision is found inapplicable or unenforceable, the company may incur additional costs resolving actions in other jurisdictions, which could materially adversely affect business, financial condition, or results of operations <sup>p. 27</sup>.
== Cybersecurity ==
* Our information technology systems ("IT Systems") are central to nearly all business operations, including communications, document management, and shared work environments <sup>p. 28</sup>.
* Responding to cybersecurity incidents is a key part of our overall Enterprise Risk Management (ERM) strategy, supported by a Crisis Response Plan ("CRP") <sup>p. 28</sup>.
* ''Cybersecurity risk management'' processes include assessing, identifying, managing, and escalating material risks from cybersecurity threats, integrated into overall risk management <sup>p. 28</sup>.
* Cybersecurity risks are part of the annual risk universe evaluated by the enterprise risk management committee <sup>p. 28</sup>.
* Risk owners are assigned to develop and track mitigation plans for heightened cybersecurity risks <sup>p. 28</sup>.
* Security events and data incidents are evaluated, ranked by severity, prioritized for response and remediation, and reviewed for materiality, operational/business impact, and privacy impact <sup>p. 28</sup>.
* Our ''cybersecurity risk management program'' uses the National Institute of Standards and Technology framework, categorizing risks into identify, protect, detect, respond, recover, and govern <sup>p. 28</sup>.
* Company-wide policies and procedures cover cybersecurity matters such as encryption, antivirus, remote access, multifactor authentication, confidential information, and internet/social media/email use <sup>p. 28</sup>.
* A detailed crisis response playbook is followed in the event of an incident <sup>p. 28</sup>.
* ''Investments in IT security'' have expanded to include additional end-user training, layered defenses, critical asset identification and protection, strengthened monitoring and alerting, and expert engagement <sup>p. 28</sup>.
* Defenses are regularly tested through simulations, technical drills (including penetration tests), and reviews of operational policies and procedures with third-party experts <sup>p. 28</sup>.
* The IT security team monitors alerts, discusses threat levels, trends, and remediation, prepares a quarterly cyber scorecard, collects data on threats and risk areas, and conducts an annual risk assessment <sup>p. 28</sup>.
* Periodic external penetration tests, red team testing, and maturity testing are conducted to assess processes, procedures, and the threat landscape <sup>p. 28</sup>.
* In case of an incident, we engage outside cybersecurity legal counsel for consultation and coordination with other third parties, including communication and notification <sup>p. 28</sup>.
* Cybersecurity vendors perform investigation services and assist with recovery/restoration of impacted IT System services <sup>p. 28</sup>.
* Cybersecurity experts assist with incident validation and ransomware demands <sup>p. 28</sup>.
* Cybersecurity insurance providers are involved in incident response <sup>p. 28</sup>.
* Processes are in place to oversee and identify cybersecurity risks from key third-party service providers, requiring SOC-1 or SOC-2 reports and cybersecurity/disaster recovery plans <sup>p. 28</sup>.
* ''Cybersecurity governance'' is overseen by leaders from the Information Security Team, with assistance from Compliance and Legal teams <sup>p. 28</sup>.
* These individuals have decades of experience in IT roles, including security, auditing, compliance, systems, and programming <sup>p. 28</sup>.
* They monitor prevention, mitigation, detection, and remediation of cybersecurity incidents through management and participation in risk management processes and report to the Risk Committee <sup>p. 28</sup>.
* The ''Risk Committee'' of the Board of Directors oversees cybersecurity strategy, reviews risks, controls, and procedures, and receives periodic updates on the adequacy and effectiveness of cybersecurity measures <sup>p. 28</sup>.
* This review includes discussions of cybersecurity threat risks and their potential operational impact <sup>p. 28</sup>.
* A separate process exists for communicating with the Risk Committee during a specific cybersecurity incident <sup>p. 28</sup>.
* The Crisis Management Team provides initial awareness communication to the CEO/Chair of the Board, who then informs the Chair of the Risk Committee <sup>p. 28</sup>.
* Following an initial assessment by senior management and IT Systems personnel, a follow-up communication is provided to the CEO and Risk Committee Chair to determine if escalation to the full Board is warranted <sup>p. 28</sup>.
* Cybersecurity threats have not materially affected our business strategy, results of operations, or financial condition <sup>p. 28</sup>.
* A cybersecurity incident resulting in a serious compromise of IT Systems or a demand for payment to restore them could materially adversely affect us by impacting business operations and diverting management and financial resources <sup>p. 28</sup>.
== Properties ==
*
* The Houston office space occupies approximately ''20,400 square feet'' <sup>p.
* The lease for the Houston office space expires in ''2029'' <sup>p.
* Additional office space is leased where appropriate <sup>p.
* Management considers
== Legal Proceedings ==
* The company is involved in
*
== Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ==
* ''Common shares'' began trading on the NASDAQ Global Select Market under the symbol "SKWD" on January 13, 2023 <sup>p.
* Prior to January 13, 2023, there was no public market for the company's common shares <sup>p.
* As of February 26, 2026, there were approximately ''117 holders of record'' of the
*
'''Securities Authorized for Issuance Under Equity Compensation Plans'''
*
* ''Securities authorized for issuance'' under equity compensation plans are detailed in Part III <sup>p. 32</sup>.
'''Recent Sales of Unregistered Equity Securities'''
*
* On January 1, 2026, the company paid approximately ''USD 555.0m'' in connection with the Apollo acquisition, pursuant to the Apollo SPAs <sup>p. 33</sup>.
** This payment included ''USD 371.0m'' in cash <sup>p. 33</sup>.
** It also included the issuance of ''3,679,332'' unregistered shares of the Company’s common stock <sup>p. 33</sup>.
'''Performance Graph'''
* The performance graph compares the cumulative total shareholder return of an investment in Skyward Specialty Insurance Group common stock, the Nasdaq Composite Index, and the Nasdaq Insurance Index <sup>p. 34</sup>.
* The comparison period is from January 13, 2023 (the date common stock began trading on Nasdaq) through December 31, 2025 <sup>p. 34</sup>.
* The graph assumes an initial investment of $100 <sup>p. 34</sup>.
* Historical results are not indicative of future performance <sup>p. 34</sup>.
* The graph is not considered "soliciting material" or "filed" for purposes of Section 18 of the Exchange Act <sup>p. 34</sup>.
* The graph is not subject to liabilities under Section 18 of the Exchange Act <sup>p. 34</sup>.
* The graph is not deemed to be incorporated by reference into any filings under the Securities Act <sup>p. 34</sup>.
* ''Skyward Specialty Insurance Group, Inc. cumulative total return'':
** January 13, 2023: $100.00 <sup>p. 34</sup>
** December 31, 2023: Approximately $175.00 <sup>p. 34</sup>
** December 31, 2024: Approximately $265.00 <sup>p. 34</sup>
** December 31, 2025: Approximately $268.00 <sup>p. 34</sup>
* ''Nasdaq Composite Index cumulative total return'':
** January 13, 2023: $100.00 <sup>p. 34</sup>
** December 31, 2023: Approximately $138.00 <sup>p. 34</sup>
** December 31, 2024: Approximately $173.00 <sup>p. 34</sup>
** December 31, 2025: Approximately $210.00 <sup>p. 34</sup>
* ''Nasdaq Insurance Index cumulative total return'':
** January 13, 2023: $100.00 <sup>p. 34</sup>
** December 31, 2023: Approximately $105.00 <sup>p. 34</sup>
** December 31, 2024: Approximately $128.00 <sup>p. 34</sup>
** December 31, 2025: Approximately $129.00 <sup>p. 34</sup>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | —
! class="col-s" style="text-align:right" | January 13, 2023
! class="col-s" style="text-align:right" | December 31, 2023
! class="col-s" style="text-align:right" | December 31, 2024
! class="col-s" style="text-align:right" | December 31, 2025
|-
| style="text-align:left" | Skyward Specialty Insurance Group, Inc.
| style="text-align:right" | 100.00
| style="text-align:right" | 177.38
| style="text-align:right" | 264.61
| style="text-align:right" | 267.59
|-
| style="text-align:left" | Nasdaq Composite Index
| style="text-align:right" | 100.00
| style="text-align:right" | 135.49
| style="text-align:right" | 174.30
| style="text-align:right" | 209.78
|-
| style="text-align:left" | Nasdaq Insurance Index
| style="text-align:right" | 100.00
| style="text-align:right" | 103.37
| style="text-align:right" | 128.30
| style="text-align:right" | 127.60
|}
</div>
[[File:Skyward-2025-FY-Annual report-skwd-20251231_g2.jpg|thumb|Performance Graph]]
== Management’s Discussion and Analysis of Financial Condition and Results of Operations ==
'''Overview'''
<blockquote>"We are a growing specialty insurance company delivering commercial P&C products and solutions on a non-admitted (or E&S) and admitted basis, predominantly in the United States." <sup>p. 35</sup></blockquote>
* A portion of the business is specialty reinsurance, primarily
* This diversification, combined with underwriting and claims expertise,
*
* The principles of this strategy are considered key to achieving and sustaining best-in-class underwriting results through P&C insurance pricing cycles <sup>p. 35</sup>.
* The company strives for excellence in risk selection, pricing, and claims outcomes, amplified by advanced technology and analytics <sup>p. 35</sup>.
<blockquote>"During the first quarter of 2025, we updated our underwriting divisions to align with how management currently oversees the business, allocates resources and evaluates operating performance." <sup>p. 35</sup></blockquote>
* A ninth division, ''Agriculture and Credit (Re)insurance'', was added, incorporating the Global Agriculture unit (previously with Global Property) and the Mortgage and Credit units <sup>p. 35</sup>.
*
* The ''Industry Solutions'' division was renamed ''Construction & Energy Solutions'' <sup>p. 35</sup>.
* The
* ''Programs'' was renamed ''Specialty Programs'' <sup>p. 35</sup>.
* Prior reporting periods have been conformed to reflect these new presentations <sup>p. 35</sup>.
<blockquote>"On September 2, 2025, we 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")." <sup>p. 35</sup></blockquote>
*
* The closing of the transaction ("Closing") was conditional on acquiring ''100%'' of Apollo's issued share capital through additional short-form share purchase agreements ("Apollo Minority SPAs") with remaining minority shareholders ("Minority Sellers") <sup>p. 35</sup>.
* The total consideration for Apollo's entire issued share capital under the Apollo SPAs was ''$555.0 million'' <sup>p. 35</sup>.
** This included ''$371.0 million'' in cash ("Cash Consideration") <sup>p. 35</sup>.
**
*
* The Facility includes:
**
** An additional unsecured senior delayed draw term loan facility of ''$150.0 million'' <sup>p. 35</sup>.
* The acquisition closed on January 1, 2026 <sup>p. 35</sup>.
*
*
'''Results of Operations'''
*
*
*
*
* ''Net earned premiums'' were USD 750.0m for the year ended December 31, 2025, compared to USD 750.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''Net investment income'' was USD 50.0m for the year ended December 31, 2025, compared to USD 50.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
*
*
*
* ''
*
*
*
*
*
*
* ''Basic weighted average shares outstanding'' were 50.0m for the year ended December 31, 2025, compared to 50.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''Diluted weighted average shares outstanding'' were 50.0m for the year ended December 31, 2025, compared to 50.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''
* ''Expense ratio'' was 33.3% for the year ended December 31, 2025, compared to 33.3% for the year ended December 31, 2024 <sup>p. 36</sup>.
*
<div style="overflow-x:auto">
{| class="wikitable fintable"
|+ (1){{footnote|1=See “Reconciliation of Non-GAAP Financial Measures” in this Item 7.}} (2){{footnote|1=Not meaningful.}}
! style="text-align:left" |
! style="text-align:center" | Years Ended December 31,
! style="text-align:center" |
|-
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | 2025
! class="col-s" style="text-align:right" | 2024
|-
| style="text-align:left" | Gross written premiums
| style="text-align:right" | 2,166,236
| style="text-align:right" | 1,743,232
|-
| style="text-align:left" | Ceded written premiums
| style="text-align:right" | -760,004
| style="text-align:right" | -619,654
|-
| style="text-align:left" | Net written premiums
| style="text-align:right" | 1,406,232
| style="text-align:right" | 1,123,578
|-
| style="text-align:left" | Net earned premiums
| style="text-align:right" | 1,304,505
| style="text-align:right" | 1,056,722
|-
| style="text-align:left" | Commission and fee income
| style="text-align:right" | 6,855
| style="text-align:right" | 6,703
|-
| style="text-align:left" | Losses and LAE
| style="text-align:right" | 795,022
| style="text-align:right" | 669,809
|-
| style="text-align:left" | Underwriting, acquisition and insurance expenses
| style="text-align:right" | 377,359
| style="text-align:right" | 311,757
|-
| style="text-align:left" | Underwriting income (1)
| style="text-align:right" | 138,979
| style="text-align:right" | 81,859
|-
| style="text-align:left" | Net investment income
| style="text-align:right" | 83,619
| style="text-align:right" | 80,600
|-
| style="text-align:left" | Net investment gains
| style="text-align:right" | 22,149
| style="text-align:right" | 6,342
|-
| style="text-align:left" | Income before income taxes
| style="text-align:right" | 216,424
| style="text-align:right" | 152,739
|-
| style="text-align:left" | Net income
| style="text-align:right" | 170,028
| style="text-align:right" | 118,828
|-
| style="text-align:left" | Adjusted operating income (1)
| style="text-align:right" | 167,372
| style="text-align:right" | 126,582
|-
| style="text-align:left" | Loss and LAE ratio
| style="text-align:right" | 60.9%
| style="text-align:right" | 63.4%
|-
| style="text-align:left" | Expense ratio
| style="text-align:right" | 28.4%
| style="text-align:right" | 28.9%
|-
| style="text-align:left" | Combined ratio
| style="text-align:right" | 89.3%
| style="text-align:right" | 92.3%
|-
| style="text-align:left" | Adjusted loss and LAE ratio (1)
| style="text-align:right" | NM (2)
| style="text-align:right" | 62.3%
|-
| style="text-align:left" | Expense ratio
| style="text-align:right" | NM (2)
| style="text-align:right" | 28.9%
|-
| style="text-align:left" | Adjusted combined ratio (1)
| style="text-align:right" | NM (2)
| style="text-align:right" | 91.2%
|-
| style="text-align:left" | Return on equity
| style="text-align:right" | 18.9%
| style="text-align:right" | 16.3%
|-
| style="text-align:left" | Return on tangible equity (1)
| style="text-align:right" | 20.9%
| style="text-align:right" | 18.6%
|-
| style="text-align:left" | Adjusted return on equity (1)
| style="text-align:right" | 18.6%
| style="text-align:right" | 17.4%
|-
| style="text-align:left" | Adjusted return on tangible equity (1)
| style="text-align:right" | 20.6%
| style="text-align:right" | 19.8%
|}
</div>
'''Reconciliation of Non-GAAP Financial Measures'''
* A table provides a reconciliation of ''adjusted operating income'' to net income for the years ended December 31, 2025 and 2024 <sup>p. 37</sup>.
* A table provides a reconciliation of ''underwriting income'' to income before federal income tax expense for the years ended December 31, 2025 and 2024 <sup>p. 37</sup>.
* A table provides a reconciliation of the ''adjusted loss and LAE ratio'' and adjusted combined ratio to the loss and LAE ratio and combined ratio for the year ended December 31, 2024 <sup>p. 37</sup>.
* A table provides a reconciliation of ''tangible stockholders’ equity'' to stockholders’ equity for the years ended December 31, 2025 and 2024 <sup>p. 37</sup>.
* A table provides a reconciliation of ''adjusted return on equity'' to return on equity for the years ended December 31, 2025 and 2024 <sup>p. 37</sup>.
* ''Return on tangible equity'' for the years ended December 31, 2025 and 2024 reconciles to return on equity <sup>p. 37</sup>.
* ''Adjusted return on tangible equity'' for the years ended December 31, 2025 and 2024 reconciles to return on equity <sup>p. 37</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="2" style="text-align:center" | 2024
! style="text-align:center" |
! style="text-align:center" |
|-
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | Pre-tax
! class="col-s" style="text-align:right" | After-tax
! class="col-s" style="text-align:right" | Pre-tax
! class="col-s" style="text-align:right" | After-tax
|-
| style="text-align:left" | Income as reported
| style="text-align:right" | 216,424
| style="text-align:right" | 170,028
| style="text-align:right" | 152,739
| style="text-align:right" | 118,828
|-
| style="text-align:left" | Less (add):
| style="text-align:right" | —
| style="text-align:right" | —
| style="text-align:right" | —
| style="text-align:right" | —
|-
| style="text-align:left" | Net investment gains
| style="text-align:right" | 22,149
| style="text-align:right" | 17,401
| style="text-align:right" | 6,342
| style="text-align:right" | 5,010
|-
| style="text-align:left" | Net impact of LPT
| style="text-align:right" | —
| style="text-align:right" | —
| style="text-align:right" | -11,598
| style="text-align:right" | -9,162
|-
| style="text-align:left" | Transaction costs
| style="text-align:right" | -14,019
| style="text-align:right" | -11,014
| style="text-align:right" | —
| style="text-align:right" | —
|-
| style="text-align:left" | Other loss
| style="text-align:right" | -587
| style="text-align:right" | -461
| style="text-align:right" | -167
| style="text-align:right" | -132
|-
| style="text-align:left" | Other expenses
| style="text-align:right" | -4,162
| style="text-align:right" | -3,270
| style="text-align:right" | -4,392
| style="text-align:right" | -3,470
|-
| style="text-align:left" | Adjusted operating income
| style="text-align:right" | 213,043
| style="text-align:right" | 167,372
| style="text-align:right" | 162,554
| style="text-align:right" | 126,582
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | 2025
! class="col-s" style="text-align:right" | 2024
|-
| style="text-align:left" | Income before income taxes
| style="text-align:right" | 216,424
| style="text-align:right" | 152,739
|-
| style="text-align:left" | Add:
| style="text-align:right" | —
| style="text-align:right" | —
|-
| style="text-align:left" | Interest expense
| style="text-align:right" | 7,919
| style="text-align:right" | 9,496
|-
| style="text-align:left" | Amortization expense
| style="text-align:right" | 1,636
| style="text-align:right" | 2,007
|-
| style="text-align:left" | Transaction costs
| style="text-align:right" | 14,019
| style="text-align:right" | —
|-
| style="text-align:left" | Other expenses
| style="text-align:right" | 4,162
| style="text-align:right" | 4,392
|-
| style="text-align:left" | Less (add):
| style="text-align:right" | —
| style="text-align:right" | —
|-
| style="text-align:left" | Net investment income
| style="text-align:right" | 83,619
| style="text-align:right" | 80,600
|-
| style="text-align:left" | Net investment gains
| style="text-align:right" | 22,149
| style="text-align:right" | 6,342
|-
| style="text-align:left" | Other loss
| style="text-align:right" | -587
| style="text-align:right" | -167
|-
| style="text-align:left" | Underwriting income
| style="text-align:right" | 138,979
| style="text-align:right" | 81,859
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | 2024
|-
| style="text-align:left" | Net earned premiums
| style="text-align:right" | 1,056,722
|-
| style="text-align:left" | Losses and LAE
| style="text-align:right" | 669,809
|-
| style="text-align:left" | Pre-tax net impact of loss portfolio transfer
| style="text-align:right" | -11,598
|-
| style="text-align:left" | Adjusted losses and LAE
| style="text-align:right" | 658,211
|-
| style="text-align:left" | Loss ratio
| style="text-align:right" | 63.4%
|-
| style="text-align:left" | Less: Net impact of LPT
| style="text-align:right" | 1.1%
|-
| style="text-align:left" | Adjusted loss ratio
| style="text-align:right" | 62.3%
|-
| style="text-align:left" | Combined ratio
| style="text-align:right" | 92.3%
|-
| style="text-align:left" | Less: Net impact of LPT
| style="text-align:right" | 1.1%
|-
| style="text-align:left" | Adjusted combined ratio
| style="text-align:right" | 91.2%
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | 2025
! class="col-s" style="text-align:right" | 2024
|-
| style="text-align:left" | Stockholders’ equity
| style="text-align:right" | 1,009,565
| style="text-align:right" | 793,999
|-
| style="text-align:left" | Less: Goodwill and intangible assets
| style="text-align:right" | 88,040
| style="text-align:right" | 87,348
|-
| style="text-align:left" | Tangible stockholders’ equity
| style="text-align:right" | 921,525
| style="text-align:right" | 706,651
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | 2025
! class="col-s" style="text-align:right" | 2024
|-
| style="text-align:left" | Numerator: adjusted operating income
| style="text-align:right" | 167,372
| style="text-align:right" | 126,582
|-
| style="text-align:left" | Denominator: average stockholders’ equity
| style="text-align:right" | 901,782
| style="text-align:right" | 727,515
|-
| style="text-align:left" | Adjusted return on equity
| style="text-align:right" | 18.6%
| style="text-align:right" | 17.4%
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | 2025
! class="col-s" style="text-align:right" | 2024
|-
| style="text-align:left" | Numerator: net income
| style="text-align:right" | 170,028
| style="text-align:right" | 118,828
|-
| style="text-align:left" | Denominator: average tangible stockholders’ equity
| style="text-align:right" | 814,088
| style="text-align:right" | 639,624
|-
| style="text-align:left" | Return on tangible equity
| style="text-align:right" | 20.9%
| style="text-align:right" | 18.6%
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | 2025
! class="col-s" style="text-align:right" | 2024
|-
| style="text-align:left" | Numerator: adjusted operating income
| style="text-align:right" | 167,372
| style="text-align:right" | 126,582
|-
| style="text-align:left" | Denominator: average tangible stockholders’ equity
| style="text-align:right" | 814,088
| style="text-align:right" | 639,624
|-
| style="text-align:left" | Adjusted return on tangible equity
| style="text-align:right" | 20.6%
| style="text-align:right" | 19.8%
|}
</div>
'''Underwriting Results'''
* ''Gross written premiums'' increased by USD 423.1m YoY <sup>p. 38</sup>.
* ''Growth drivers'' for gross written premiums: agriculture and credit (re)insurance division due to new opportunities in dairy, livestock, and crop, and growth in the credit portfolio started in Q4 2024 <sup>p. 38</sup>.
* ''Specialty programs, accident & health, surety, and captives'' also contributed to gross written premium growth in 2025 <sup>p. 38</sup>.
* ''Specialty programs growth'' was due to the addition of two new programs in 2025 <sup>p. 38</sup>.
* ''Accident and health growth'' was primarily driven by the acquisition of more high deductible accident and health captives compared to 2024 <sup>p. 38</sup>.
* ''Surety growth'' was due to market expansion in both commercial and contract bonds <sup>p. 38</sup>.
* ''Captives division growth'' was primarily due to rate increases and new business <sup>p. 38</sup>.
* ''Offsetting factors'' for gross written premium growth included decreases in global property, construction and energy solutions, and professional lines divisions <sup>p. 38</sup>.
* ''Global property decrease'' was due to continued downward pricing pressure, despite steady retention <sup>p. 38</sup>.
* ''Construction and energy solutions and professional lines decreases'' were due to the exit of unprofitable lines during 2025 <sup>p. 38</sup>.
* ''Net written premiums'' were USD 1,406.2m in 2025, compared to USD 1,123.6m in 2024, an increase of USD 282.7m, or 25.2% <sup>p. 38</sup>.
* ''Net earned premiums'' for 2025 were USD 1,304.5m, compared to USD 1,056.7m for 2024, an increase of USD 247.8m, or 23.4% <sup>p. 38</sup>.
* ''Loss ratio'' improved by 2.5 points in 2025 compared to 2024, primarily due to favorable prior accident year development <sup>p. 38</sup>.
* ''Non-cat loss and LAE ratio'' for 2025 improved by 0.3 points compared to 2024, driven by a shift in business mix <sup>p. 38</sup>.
* ''Cat loss and LAE ratio'' for 2025 improved by 0.5 points compared to 2024, which was impacted by Hurricanes Helene and Beryl in Q3 2024 and Hurricane Milton in Q4 2024 <sup>p. 38</sup>.
* ''Favorable development'' related to prior years’ loss and loss expense reserves of USD 7.5m was recognized in 2025 <sup>p. 38</sup>.
* This ''favorable development'' included USD 24.6m from short-tail/monoline specialty lines and USD 5.3m from multi-line solutions <sup>p. 38</sup>.
* This was ''partially offset'' by USD 22.4m of adverse development in exited lines <sup>p. 38</sup>.
* ''Adverse development'' in exited lines was primarily attributable to commercial auto and excess over auto in divisions where exposure was non-renewed or significantly reduced over the past three years <sup>p. 38</sup>.
* This was ''offset by favorable development'' in surety and property <sup>p. 38</sup>.
* ''Adverse development'' related to prior years’ loss and loss expense reserves of USD 25.7m was recognized in 2024 <sup>p. 38</sup>.
* This ''adverse development'' in 2024 included USD 10.1m from multi-line solutions and USD 15.2m from exited lines, related to losses previously subject to the LPT from accident years 2018 and prior <sup>p. 38</sup>.
* ''Expense ratio'' for 2025 improved by 0.5 points compared to 2024, primarily due to earnings leverage, partially offset by higher acquisition costs due to business mix shift <sup>p. 38</sup>.
* ''Net investment income'' for 2025 increased by USD 3.0m compared to 2024 <sup>p. 38</sup>.
* ''Increase in fixed income portfolio income'' in 2025 was due to a larger asset base and a higher book yield of 5.4% at December 31, 2025 (compared to 5.2% at December 31, 2024) <sup>p. 38</sup>.
* ''Decrease in short-term investments & cash and cash equivalents income'' in 2025 was due to an overall decrease in yields <sup>p. 38</sup>.
* ''Decrease in alternative and strategic investments portfolio income'' in 2025 was due to a decline in the fair value of limited partnership investments <sup>p. 38</sup>.
* ''Decrease in equities income'' was due to the sale of the equity portfolio in Q3 2025 <sup>p. 38</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
|+ (1){{footnote|1=Excludes exited business.}}
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | 2025
! class="col-s" style="text-align:right" | 2024
! class="col-s" style="text-align:right" | Change
! class="col-s" style="text-align:right" | % Change
|-
| style="text-align:left" | Accident & Health
| style="text-align:right" | 254,102
| style="text-align:right" | 173,073
| style="text-align:right" | 81,029
| style="text-align:right" | 46.8%
|-
| style="text-align:left" | Agriculture and Credit (Re)insurance
| style="text-align:right" | 346,212
| style="text-align:right" | 118,070
| style="text-align:right" | 228,142
| style="text-align:right" | 193.2%
|-
| style="text-align:left" | Captives
| style="text-align:right" | 275,694
| style="text-align:right" | 241,902
| style="text-align:right" | 33,792
| style="text-align:right" | 14.0%
|-
| style="text-align:left" | Construction & Energy Solutions
| style="text-align:right" | 274,318
| style="text-align:right" | 296,582
| style="text-align:right" | -22,264
| style="text-align:right" | (7.5%)
|-
| style="text-align:left" | Global Property
| style="text-align:right" | 178,128
| style="text-align:right" | 201,796
| style="text-align:right" | -23,668
| style="text-align:right" | (11.7%)
|-
| style="text-align:left" | Professional Lines
| style="text-align:right" | 149,231
| style="text-align:right" | 159,785
| style="text-align:right" | -10,554
| style="text-align:right" | (6.6%)
|-
| style="text-align:left" | Specialty Programs
| style="text-align:right" | 322,705
| style="text-align:right" | 218,407
| style="text-align:right" | 104,298
| style="text-align:right" | 47.8%
|-
| style="text-align:left" | Surety
| style="text-align:right" | 168,148
| style="text-align:right" | 143,965
| style="text-align:right" | 24,183
| style="text-align:right" | 16.8%
|-
| style="text-align:left" | Transactional E&S
| style="text-align:right" | 197,779
| style="text-align:right" | 189,669
| style="text-align:right" | 8,110
| style="text-align:right" | 4.3%
|-
| style="text-align:left; font-weight:bold" | Total gross written premiums (1)
| style="text-align:right; font-weight:bold" | 2,166,317
| style="text-align:right; font-weight:bold" | 1,743,249
| style="text-align:right; font-weight:bold" | 423,068
| style="text-align:right; font-weight:bold" | 24.3%
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
|+ (1){{footnote|1=Current accident year.}}
! style="text-align:left" |
! colspan="2" style="text-align:center" | 2025
! colspan="2" style="text-align:center" | 2024
|-
! style="text-align:left" | ($ in thousands)
! style="text-align:center" | Losses and LAE
! style="text-align:center" | % of Net Earned Premiums
! style="text-align:center" | Losses and LAE
! style="text-align:center" | % of Net Earned Premiums
|-
! style="text-align:left" | Losses and LAE:
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
|-
| style="text-align:left" | Non-cat loss and LAE
| style="text-align:right" | 786,949
| style="text-align:right" | 60.3%
| style="text-align:right" | 640,257
| style="text-align:right" | 60.6%
|-
| style="text-align:left" | Cat loss and LAE (1)
| style="text-align:right" | 15,548
| style="text-align:right" | 1.2%
| style="text-align:right" | 17,954
| style="text-align:right" | 1.7%
|-
| style="text-align:left" | Prior accident year development
| style="text-align:right" | -7,475
| style="text-align:right" | -0.6%
| style="text-align:right" | 11,598
| style="text-align:right" | 1.1%
|-
| style="text-align:left; font-weight:bold" | Total losses and LAE
| style="text-align:right; font-weight:bold" | 795,022
| style="text-align:right; font-weight:bold" | 60.9%
| style="text-align:right; font-weight:bold" | 669,809
| style="text-align:right; font-weight:bold" | 63.4%
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | ($ in thousands)
! colspan="2" style="text-align:center" | Development
|-
! style="text-align:left" |
! colspan="2" style="text-align:center" | (Favorable) Adverse
|-
! style="text-align:left" | Accident Year
! class="col-s" style="text-align:right" | 2025
! class="col-s" style="text-align:right" | 2024
|-
| style="text-align:left" | Prior
| style="text-align:right" | 2,808
| style="text-align:right" | 24,929
|-
| style="text-align:left" | 2021
| style="text-align:right" | 9,590
| style="text-align:right" | 978
|-
| style="text-align:left" | 2022
| style="text-align:right" | 2,300
| style="text-align:right" | -1,479
|-
| style="text-align:left" | 2023
| style="text-align:right" | -16,515
| style="text-align:right" | 1,300
|-
| style="text-align:left" | 2024
| style="text-align:right" | -5,658
| style="text-align:right" | —
|-
| style="text-align:left; font-weight:bold" | Total
| style="text-align:right; font-weight:bold" | -7,475
| style="text-align:right; font-weight:bold" | 25,728
|-
| style="text-align:left" | Reserve development on losses subject to LPT
| style="text-align:right" | —
| style="text-align:right" | 25,300
|-
| style="text-align:left" | Reserve development on losses excluding losses subject to LPT
| style="text-align:right" | -7,475
| style="text-align:right" | 428
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="2" style="text-align:center" | 2025
! colspan="2" style="text-align:center" | 2024
|-
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | Expenses
! class="col-s" style="text-align:right" | % of Net Earned Premiums
! class="col-s" style="text-align:right" | Expenses
! class="col-s" style="text-align:right" | % of Net Earned Premiums
|-
| style="text-align:left" | Net policy acquisition expenses
| style="text-align:right" | 195,422
| style="text-align:right" | 15.0%
| style="text-align:right" | 149,975
| style="text-align:right" | 14.2%
|-
| style="text-align:left" | Other operating and general expenses
| style="text-align:right" | 181,937
| style="text-align:right" | 13.9%
| style="text-align:right" | 161,782
| style="text-align:right" | 15.3%
|-
| style="text-align:left" | Underwriting, acquisition and insurance expenses
| style="text-align:right" | 377,359
| style="text-align:right" | 28.9%
| style="text-align:right" | 311,757
| style="text-align:right" | 29.5%
|-
| style="text-align:left" | Less: commission and fee income
| style="text-align:right" | -6,855
| style="text-align:right" | (0.5%)
| style="text-align:right" | -6,703
| style="text-align:right" | (0.6%)
|-
| style="text-align:left; font-weight:bold" | Total net expenses
| style="text-align:right; font-weight:bold" | 370,504
| style="text-align:right; font-weight:bold" | 28.4%
| style="text-align:right; font-weight:bold" | 305,054
| style="text-align:right; font-weight:bold" | 28.9%
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | $ in thousands
! class="col-s" style="text-align:right" | 2025
! class="col-s" style="text-align:right" | 2024
|-
| style="text-align:left" | Short-term investments & cash and cash equivalents
| style="text-align:right" | 15,877
| style="text-align:right" | 17,643
|-
| style="text-align:left" | Fixed income
| style="text-align:right" | 77,888
| style="text-align:right" | 57,631
|-
| style="text-align:left" | Equities
| style="text-align:right" | 1,380
| style="text-align:right" | 2,745
|-
| style="text-align:left" | Alternative and strategic investments
| style="text-align:right" | -11,526
| style="text-align:right" | 2,581
|-
| style="text-align:left" | Net investment income
| style="text-align:right" | 83,619
| style="text-align:right" | 80,600
|-
| style="text-align:left" | Net unrealized (losses) gains on securities still held
| style="text-align:right" | -1,555
| style="text-align:right" | 7,921
|-
| style="text-align:left" | Net realized gains (losses)
| style="text-align:right" | 23,704
| style="text-align:right" | -1,579
|-
| style="text-align:left" | Net investment gains
| style="text-align:right" | 22,149
| style="text-align:right" | 6,342
|}
</div>
'''Investments'''
* ''Fixed income portfolio'' primarily consists of investment grade fixed income securities, predominantly highly-rated and liquid bonds, and commercial mortgage loans <sup>p. 39</sup>.
* ''Weighted average credit rating'' of available-for-sale fixed income portfolio was "A+" at December 31, 2025, and "AA-" at December 31, 2024 <sup>p. 39</sup>.
* ''Commercial mortgage loans'' are primarily senior loans on real estate across the U.S. <sup>p. 39</sup>.
* ''Average duration'' of fixed income portfolio was approximately 3.60 years as of December 31, 2025, and 4.34 years as of December 31, 2024 <sup>p. 39</sup>.
* ''Equities portfolio'' primarily consisted of domestic preferred stocks, common equities, exchange traded funds, limited partnerships, limited liability corporations, and other equity interests <sup>p. 39</sup>.
* ''100.0% of equities'' were publicly traded <sup>p. 39</sup>.
* During the ''third quarter of 2025'', almost all of the equities portfolio was sold, retaining only preferred stocks <sup>p. 39</sup>.
* ''Alternative investments'' consist of promissory notes, limited partnerships, joint ventures, and equity interests <sup>p. 39</sup>.
* ''Underlying alternative investments'' are primarily floating rate senior secured loans, comprising short duration, collateralized, asset-oriented credit investments <sup>p. 39</sup>.
* ''Limited partnerships and joint ventures'' are subject to future increases or decreases in asset value as assets are monetized and income distributed <sup>p. 39</sup>.
* ''Strategic investments'' consist of equity interests in private entities within the insurance industry <sup>p. 39</sup>.
* ''Market risk'' is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument from changes in interest rates, equity prices, foreign currency exchange rates, and commodity prices <sup>p. 39</sup>.
* ''Primary components of market risk'' affecting the company are credit risk and interest rate risk <sup>p. 39</sup>.
* The company does not have significant exposure to foreign currency exchange rate risk or commodity risk <sup>p. 39</sup>.
* ''Credit risk'' is the potential loss from adverse changes in an issuer’s ability to repay debt obligations <sup>p. 39</sup>.
* The company has exposure to credit risk as a holder of debt instruments in its core fixed income and opportunistic fixed income portfolios <sup>p. 39</sup>.
* ''Risk management strategy and investment policy'' is to invest primarily in debt instruments of high credit quality issuers and limit credit exposure by ratings categories and per issuer <sup>p. 39</sup>.
* At December 31, 2025, the ''fixed income portfolio'' had an average rating of "A+" <sup>p. 39</sup>.
* Approximately ''78.5% of fixed income securities'' were rated "A" or better by at least one nationally recognized rating organization at December 31, 2025 <sup>p. 39</sup>.
* The policy is to invest in investment grade fixed income securities for stability and liquidity, supplemented by opportunistic fixed income and equity securities for diversification and risk-adjusted returns <sup>p. 39</sup>.
* At December 31, 2025, approximately ''1.1% of the fixed income portfolio'' was unrated or rated below investment-grade <sup>p. 39</sup>.
* The company monitors the financial condition of all issuers in its portfolio through investment managers <sup>p. 39</sup>.
* The company is subject to ''credit risk with third-party reinsurers'' <sup>p. 39</sup>.
* Reinsurance contracts do not limit ultimate obligations to pay claims, and amounts recoverable from reinsurers might not be collected <sup>p. 39</sup>.
* To address credit risk, reinsurance is sought from reinsurers rated at least "A-" (Excellent) or better by A.M. Best <sup>p. 39</sup>.
* Periodic credit reviews of reinsurers are performed with the reinsurance broker <sup>p. 39</sup>.
* At December 31, 2025, ''98% of reinsurance recoverables'' were from reinsurers rated "A-" (Excellent) or better by A.M. Best, or were collateralized <sup>p. 39</sup>.
* Options to mitigate risk from reinsurer credit downgrades include commutation, novation, and letters of credit <sup>p. 39</sup>.
* ''Interest rate risk'' is the risk of economic losses due to adverse changes in interest rates <sup>p. 39</sup>.
* The primary market risk to the investment portfolio is interest rate risk associated with fixed income securities <sup>p. 39</sup>.
* Fluctuations in interest rates directly affect the market valuation of fixed income securities <sup>p. 39</sup>.
* Rising market interest rates decrease the fair value of securities, while falling rates increase it <sup>p. 39</sup>.
* Interest rate risk is managed by investing in securities with varied maturity dates and managing the duration of the investment portfolio in relation to reserves <sup>p. 39</sup>.
* ''Duration'' is the weighted average payment period of cash flows, weighted by the present value of cash flows <sup>p. 39</sup>.
* Duration targets for the core fixed income investment portfolio are set considering the estimated duration of liabilities and other factors <sup>p. 39</sup>.
* ''Fixed maturity securities'' had a weighted average effective duration of 3.6 years as of December 31, 2025 <sup>p. 39</sup>.
* ''Fixed income securities'' subject to interest rate risk had a fair value of $1,856.3 million at December 31, 2025 <sup>p. 39</sup>.
* ''Opportunistic fixed income securities'' are excluded from interest rate sensitivity analysis as they are primarily floating rate and treated as held-to-maturity <sup>p. 39</sup>.
* Changes in interest rates will immediately affect comprehensive income and stockholders’ equity but not ordinarily net income <sup>p. 39</sup>.
* ''Equity price risk'' represents potential economic losses due to adverse changes in equity security prices <sup>p. 39</sup>.
* At December 31, 2025, approximately ''0.1% of the fair value of the investment portfolio'' (excluding cash, cash equivalents, and short-term investments) was invested in equity securities <sup>p. 39</sup>.
* During the third quarter of 2025, almost all of the equities portfolio was sold, retaining only preferred stocks <sup>p. 39</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="2" style="text-align:center" | 2025
! colspan="2" style="text-align:center" | 2024
|-
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | Carrying Value
! class="col-s" style="text-align:right" | % of Total
! class="col-s" style="text-align:right" | Carrying Value
! class="col-s" style="text-align:right" | % of Total
|-
| style="text-align:left" | Cash and cash equivalents
| style="text-align:right" | 168,544
| style="text-align:right" | 6.8%
| style="text-align:right" | 121,603
| style="text-align:right" | 6.1%
|-
| style="text-align:left" | Short-term investments
| style="text-align:right" | 264,299
| style="text-align:right" | 10.7%
| style="text-align:right" | 274,929
| style="text-align:right" | 13.8%
|-
| style="text-align:left" | Fixed income
| style="text-align:right" | 1,866,205
| style="text-align:right" | 75.6%
| style="text-align:right" | 1,318,708
| style="text-align:right" | 66.2%
|-
| style="text-align:left" | Equities
| style="text-align:right" | 1,174
| style="text-align:right" | 0.1%
| style="text-align:right" | 106,254
| style="text-align:right" | 5.3%
|-
| style="text-align:left" | Alternative and strategic investments
| style="text-align:right" | 168,837
| style="text-align:right" | 6.8%
| style="text-align:right" | 170,929
| style="text-align:right" | 8.6%
|-
| style="text-align:left; font-weight:bold" | Total portfolio
| style="text-align:right; font-weight:bold" | 2,469,059
| style="text-align:right; font-weight:bold" | 100.0%
| style="text-align:right; font-weight:bold" | 1,992,423
| style="text-align:right; font-weight:bold" | 100.0%
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="2" style="text-align:center" | 2025
! colspan="2" style="text-align:center" | 2024
|-
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | Carrying Value
! class="col-s" style="text-align:right" | % of Total
! class="col-s" style="text-align:right" | Carrying Value
! class="col-s" style="text-align:right" | % of Total
|-
| style="text-align:left" | U.S. government securities
| style="text-align:right" | 44,468
| style="text-align:right" | 2.4%
| style="text-align:right" | 26,486
| style="text-align:right" | 2.0%
|-
| style="text-align:left" | Corporate securities and miscellaneous
| style="text-align:right" | 636,387
| style="text-align:right" | 34.1%
| style="text-align:right" | 425,628
| style="text-align:right" | 32.3%
|-
| style="text-align:left" | Municipal securities
| style="text-align:right" | 102,116
| style="text-align:right" | 5.5%
| style="text-align:right" | 84,716
| style="text-align:right" | 6.4%
|-
| style="text-align:left" | Residential mortgage-backed securities
| style="text-align:right" | 486,587
| style="text-align:right" | 26.1%
| style="text-align:right" | 393,833
| style="text-align:right" | 29.9%
|-
| style="text-align:left" | Commercial mortgage-backed securities
| style="text-align:right" | 73,050
| style="text-align:right" | 3.9%
| style="text-align:right" | 69,364
| style="text-align:right" | 5.2%
|-
| style="text-align:left" | Other asset-backed securities
| style="text-align:right" | 513,695
| style="text-align:right" | 27.5%
| style="text-align:right" | 292,191
| style="text-align:right" | 22.2%
|-
| style="text-align:left; font-weight:bold" | Total fixed income portfolio, available-for-sale
| style="text-align:right; font-weight:bold" | 1,856,303
| style="text-align:right; font-weight:bold" | 99.5%
| style="text-align:right; font-weight:bold" | 1,292,218
| style="text-align:right; font-weight:bold" | 98.0%
|-
| style="text-align:left" | Commercial mortgage loans
| style="text-align:right" | 9,902
| style="text-align:right" | 0.5%
| style="text-align:right" | 26,490
| style="text-align:right" | 2.0%
|-
| style="text-align:left; font-weight:bold" | Total fixed income portfolio
| style="text-align:right; font-weight:bold" | 1,866,205
| style="text-align:right; font-weight:bold" | 100.0%
| style="text-align:right; font-weight:bold" | 1,318,708
| style="text-align:right; font-weight:bold" | 100.0%
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="2" style="text-align:center" | 2025
! colspan="2" style="text-align:center" | 2024
|-
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | Fair Value
! class="col-s" style="text-align:right" | % of Total
! class="col-s" style="text-align:right" | Fair Value
! class="col-s" style="text-align:right" | % of Total
|-
| style="text-align:left" | AAA
| style="text-align:right" | 286,563
| style="text-align:right" | 15.4%
| style="text-align:right" | 483,099
| style="text-align:right" | 37.3%
|-
| style="text-align:left" | AA
| style="text-align:right" | 548,030
| style="text-align:right" | 29.6%
| style="text-align:right" | 141,177
| style="text-align:right" | 10.9%
|-
| style="text-align:left" | A
| style="text-align:right" | 620,813
| style="text-align:right" | 33.5%
| style="text-align:right" | 429,703
| style="text-align:right" | 33.3%
|-
| style="text-align:left" | BBB
| style="text-align:right" | 379,586
| style="text-align:right" | 20.4%
| style="text-align:right" | 216,602
| style="text-align:right" | 16.8%
|-
| style="text-align:left" | BB and Lower
| style="text-align:right" | 21,311
| style="text-align:right" | 1.1%
| style="text-align:right" | 21,637
| style="text-align:right" | 1.7%
|-
| style="text-align:left; font-weight:bold" | Total fixed income portfolio, available-for-sale
| style="text-align:right; font-weight:bold" | 1,856,303
| style="text-align:right; font-weight:bold" | 100.0%
| style="text-align:right; font-weight:bold" | 1,292,218
| style="text-align:right; font-weight:bold" | 100.0%
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="2" style="text-align:center" | 2025
! colspan="2" style="text-align:center" | 2024
|-
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | Fair Value
! class="col-s" style="text-align:right" | % of Total Fair Value
! class="col-s" style="text-align:right" | Fair Value
! class="col-s" style="text-align:right" | % of Total Fair Value
|-
| style="text-align:left" | Domestic common equities
| style="text-align:right" | —
| style="text-align:right" | —%
| style="text-align:right" | 70,665
| style="text-align:right" | 66.5%
|-
| style="text-align:left" | International common equities
| style="text-align:right" | —
| style="text-align:right" | —%
| style="text-align:right" | 34,425
| style="text-align:right" | 32.4%
|-
| style="text-align:left" | Preferred stock
| style="text-align:right" | 1,174
| style="text-align:right" | 100.0%
| style="text-align:right" | 1,164
| style="text-align:right" | 1.1%
|-
| style="text-align:left" | Equities
| style="text-align:right" | 1,174
| style="text-align:right" | 100.0%
| style="text-align:right" | 106,254
| style="text-align:right" | 100.0%
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | Estimated Fair Value
! class="col-s" style="text-align:right" | Estimated Change in Fair Value
! class="col-s" style="text-align:right" | Estimated % Increase (Decrease) in Fair Value
|-
| style="text-align:left" | 300 basis point increase
| style="text-align:right" | 1,654,474
| style="text-align:right" | -201,829
| style="text-align:right" | -10.9%
|-
| style="text-align:left" | 200 basis point increase
| style="text-align:right" | 1,721,816
| style="text-align:right" | -134,487
| style="text-align:right" | -7.2%
|-
| style="text-align:left" | 100 basis point increase
| style="text-align:right" | 1,789,092
| style="text-align:right" | -67,211
| style="text-align:right" | -3.6%
|-
| style="text-align:left" | No change
| style="text-align:right" | 1,856,303
| style="text-align:right" | —
| style="text-align:right" | 0.0%
|-
| style="text-align:left" | 100 basis point decrease
| style="text-align:right" | 1,923,448
| style="text-align:right" | 67,145
| style="text-align:right" | 3.6%
|-
| style="text-align:left" | 200 basis point decrease
| style="text-align:right" | 1,990,528
| style="text-align:right" | 134,225
| style="text-align:right" | 7.2%
|-
| style="text-align:left" | 300 basis point decrease
| style="text-align:right" | 2,057,542
| style="text-align:right" | 201,239
| style="text-align:right" | 10.8%
|}
</div>
'''Other Items'''
* ''Income tax expense'' for the year ended December 31, 2025, was USD 46.4m, compared to USD 33.9m for the year ended December 31, 2024 <sup>p. 40</sup>.
* ''Effective tax rate'' for the year ended December 31, 2025, was 21.4%, compared to 22.2% for the year ended December 31, 2024 <sup>p. 40</sup>.
* A reconciliation between actual federal income tax expense and the amount computed at the indicated statutory rate for the years ended December 31, 2025 and 2024, is provided in Note 13, "Income Taxes," to the consolidated financial statements in Item 8 of this Form 10-K <sup>p. 40</sup>.
'''Liquidity and Capital Resources'''
* The company is organized as a holding company, with operations primarily conducted by wholly-owned insurance subsidiaries: GMIC, HSIC, and IIC (domiciled in Texas), and OSIC (domiciled in Oklahoma) <sup>p. 41</sup>.
* The holding company receives cash through: corporate service fees from operating subsidiaries, payments from a consolidated tax allocation agreement, dividends from subsidiaries (subject to limitations), bank loans, draws on a revolving loan agreement, and issuance of equity and debt securities <sup>p. 41</sup>.
* Proceeds from these sources may be used to contribute funds to insurance subsidiaries for premium growth, pay dividends and taxes, and for other business purposes <sup>p. 41</sup>.
* Skyward Service Company receives corporate service fees from operating subsidiaries to reimburse most incurred operating expenses <sup>p. 41</sup>.
* Reimbursement through corporate service fees is based on actual expected costs with no mark-up <sup>p. 41</sup>.
* The company files a consolidated U.S. federal income tax return with its subsidiaries <sup>p. 41</sup>.
* Under the corporate tax allocation agreement, each participant is charged or refunded taxes as if they filed on a separate return basis with the IRS <sup>p. 41</sup>.
* Applicable state insurance laws restrict the ability of insurance subsidiaries to declare stockholder dividends without prior regulatory approval <sup>p. 41</sup>.
* State insurance regulators require insurance companies to maintain specified levels of statutory capital and surplus <sup>p. 41</sup>.
* Dividend payments are limited to the portion of available policyholder surplus derived from net profits <sup>p. 41</sup>.
* Insurance regulators have broad powers to prevent the reduction of statutory surplus to inadequate levels <sup>p. 41</sup>.
* There is no assurance that maximum calculated dividends would be permitted <sup>p. 41</sup>.
* State insurance regulatory authorities may adopt more restrictive statutory provisions regarding dividend payments by insurance subsidiaries in the future <sup>p. 41</sup>.
* The insurance subsidiaries did not pay dividends to the holding company for the years ended December 31, 2025, and 2024 <sup>p. 41</sup>.
* For additional information on insurance companies, refer to Note 23, "Statutory Accounting Principles and Regulatory Matters," in the consolidated financial statements included in Item 8 of this Form 10-K <sup>p. 41</sup>.
* The ''holding company cash and investments'' were USD 3.5m at December 31, 2025, compared to USD 2.9m at December 31, 2024 <sup>p. 41</sup>.
* Management believes there is sufficient liquidity to meet operating cash needs, obligations, and committed capital expenditures for the next 12 months <sup>p. 41</sup>.
'''Cash Flows'''
* ''Primary cash source'' is premiums received from insureds, typically at the beginning of the coverage period, net of related commission <sup>p. 42</sup>.
* ''Most significant cash outflow'' is for claims when a policyholder incurs an insured loss <sup>p. 42</sup>.
* ''Cash investment'': cash is invested in various investment securities that generally earn interest and dividends because claim payments occur after premium receipt, often years later <sup>p. 42</sup>.
* ''Other cash uses'' include operating expenses (salaries, rent, taxes) and capital expenditures (technology systems) <sup>p. 42</sup>.
* ''Reinsurance'' is used to manage policy risk; premiums are ceded to reinsurers, and cash is collected back when covered losses are paid <sup>p. 42</sup>.
* ''Timing of cash flows'' from operating activities can vary between periods due to the timing of payments or receipts <sup>p. 42</sup>.
* ''Significant payments and receipts'', such as loss settlements and subsequent reinsurance receipts, can influence operating cash flows in any given period <sup>p. 42</sup>.
* ''Management believes'' cash receipts from premiums and investment income proceeds are sufficient to cover cash outflows in the foreseeable future <sup>p. 42</sup>.
* ''Increase in cash provided by operating activities in 2025'' compared to 2024 was primarily due to increased cash inflows from insurance operations <sup>p. 42</sup>.
* ''Cash from operations'' can vary period-to-period due to timing of premium receipts, claim payments, and reinsurance activity <sup>p. 42</sup>.
* ''Cash flows from operations'' in the past two years were primarily used to fund investing activities <sup>p. 42</sup>.
* ''Net cash used in investing activities in 2025'' was primarily driven by purchases of fixed maturity securities, partially offset by sales and maturities of investment securities <sup>p. 42</sup>.
* ''Net cash used in investing activities in 2024'' was driven by purchases of fixed maturity securities, partially offset by sales and maturities of investment securities and sales of short-term investments <sup>p. 42</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | ($ in thousands)
! style="text-align:center" | 2025
! style="text-align:center" | 2024
|-
! style="text-align:left" | Cash and cash equivalents provided by (used in):
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
|-
| style="text-align:left" | Operating activities
| style="text-align:right" | 408,076
| style="text-align:right" | 305,115
|-
| style="text-align:left" | Investing activities
| style="text-align:right" | -366,898
| style="text-align:right" | -243,694
|-
| style="text-align:left" | Financing activities
| style="text-align:right" | 411
| style="text-align:right" | -4,232
|-
| style="text-align:left" | Change in cash and cash equivalents and restricted cash
| style="text-align:right" | 41,589
| style="text-align:right" | 57,189
|}
</div>
'''Credit Agreements'''
* ''FHLB Loan'' entered into on August 30, 2024, with the Federal Home Loan Bank of Dallas (FHLB) <sup>p. 43</sup>.
* ''FHLB Loan'' is a 4.5-year term loan for a principal amount of USD 57.0m <sup>p. 43</sup>.
* ''FHLB Loan'' requires interest-only payments during its term, with principal due at maturity <sup>p. 43</sup>.
* ''FHLB Loan interest rate'' is fixed at 4.00% over the term <sup>p. 43</sup>.
* ''FHLB Loan'' is fully secured by a pledge of specific investment securities of HSIC <sup>p. 43</sup>.
* ''FHLB Loan proceeds'' were used to fund redemptions of draws on the 2023 Revolving Credit Facility <sup>p. 43</sup>.
* ''Term Loan Facility'' entered into during Q4 2025 with a syndicate of banks <sup>p. 43</sup>.
* ''Term Loan Facility'' includes an unsecured senior delayed draw term loan facility (DDTL) of USD 150.0m (Tranche A DDTL) <sup>p. 43</sup>.
* ''Term Loan Facility'' includes an additional unsecured senior DDTL of USD 150.0m (Tranche B DDTL) <sup>p. 43</sup>.
* ''Term Loan Facility'' was used to fund a portion of the consideration for the acquisition of Apollo Group Holdings Limited ("Apollo") and related transaction fees and expenses <sup>p. 43</sup>.
* ''Interest on Term Loan Facility'' is based on either term SOFR plus a margin (150 to 190 bps) or base rate plus a margin (50 to 90 bps), depending on the debt to capitalization ratio <sup>p. 43</sup>.
* ''SOFR calculation'' for Term Loan Facility uses a SOFR floor of 0.00% and a credit spread adjustment of 0.10% <sup>p. 43</sup>.
* ''Base rate calculation'' for Term Loan Facility is the highest of (i) Agent’s prime lending rate, (ii) Federal Funds Rate plus 0.50%, (iii) SOFR plus 1.00%, and (iv) 0% <sup>p. 43</sup>.
* ''Fee on undrawn amounts'' for Term Loan Facility ranges from 0.20% to 0.35% of average daily undrawn amounts, depending on the debt to capitalization ratio <sup>p. 43</sup>.
* ''Tranche A DDTL'' matures on January 1, 2028 <sup>p. 43</sup>.
* ''Tranche B DDTL'' matures on July 2, 2029 <sup>p. 43</sup>.
* ''Draws on Term Loan Facility'': USD 150m from Tranche A DDTL and USD 150m from Tranche B DDTL were drawn on December 30, 2025, for the Apollo acquisition on January 1, 2026 <sup>p. 43</sup>.
* ''Term Loan Facility covenants'' include limitations on additional indebtedness exceeding USD 10.0m, restrictions on distributions to stockholders, and financial covenants related to minimum consolidated net worth, maximum total debt to capitalization, minimum A.M. Best rating, and minimum liquidity <sup>p. 43</sup>.
* ''Compliance with covenants'': As of December 31, 2025, the company was in compliance with all Term Loan Facility covenants <sup>p. 43</sup>.
* ''Term Loan Facility'' is unsecured <sup>p. 43</sup>.
* ''Guaranty agreement'': Obligations under the Term Loan Facility are guaranteed by the company and its existing wholly-owned subsidiaries, and subsequently acquired or organized subsidiaries (excluding insurance company subsidiaries and subject to exceptions) <sup>p. 43</sup>.
* ''Revolving Credit Facility'' entered into during Q4 2025 with a syndicate of banks <sup>p. 43</sup>.
* ''Revolving Credit Facility'' is unsecured <sup>p. 43</sup>.
* ''Initial maximum principal amount'' of Revolving Credit Facility was USD 150.0m, increased to USD 250.0m on the Apollo acquisition closing date <sup>p. 43</sup>.
* ''Revolving Credit Facility'' was amended in Q4 2025 to permit funding of certain revolving loans for the Apollo acquisition <sup>p. 43</sup>.
* ''Initial draw on Revolving Credit Facility'': USD 43.0m used to redeem the prior revolving credit facility <sup>p. 43</sup>.
* ''Additional draw on Revolving Credit Facility'': USD 71.5m drawn on December 30, 2025, for the Apollo acquisition consideration <sup>p. 43</sup>.
* ''Proceeds from Term Loan Facility and Revolving Credit Facility draws'' are presented net with liabilities on the Consolidated Balance Sheets for the year ended December 31, 2025 <sup>p. 43</sup>.
* ''Proceeds'' were used for the Apollo acquisition on January 1, 2026 <sup>p. 43</sup>.
* ''Interest on Revolving Credit Facility'' is payable quarterly <sup>p. 43</sup>.
* ''Interest rate on Revolving Credit Facility'' is based on either term SOFR plus a margin (150 to 190 bps) or base rate plus a margin (50 to 90 bps), depending on the debt to capitalization ratio <sup>p. 43</sup>.
* ''SOFR calculation'' for Revolving Credit Facility uses a SOFR floor of 0.00% and a credit spread adjustment of 0.10% <sup>p. 43</sup>.
* ''Base rate calculation'' for Revolving Credit Facility is the highest of (i) Agent’s prime lending rate, (ii) Federal Funds Rate plus 0.50%, (iii) SOFR plus 1.00%, and (iv) 0% <sup>p. 43</sup>.
* ''Fee on undrawn amounts'' for Revolving Credit Facility ranges from 0.20% to 0.35% of average daily undrawn amounts, depending on the debt to capitalization ratio <sup>p. 43</sup>.
* ''Availability period'' under the Revolving Credit Facility terminates on November 12, 2030 <sup>p. 43</sup>.
* ''Revolving Credit Facility covenants'' are based on minimum net worth, maximum debt to capital ratio, minimum A.M. Best Rating, and minimum liquidity <sup>p. 43</sup>.
* ''Compliance with covenants'': As of December 31, 2025, the company was in compliance with all Revolving Credit Facility covenants <sup>p. 43</sup>.
* ''2023 Revolving Credit Facility'' entered into during Q1 2023 <sup>p. 43</sup>.
* ''2023 Revolving Credit Facility'' provided up to USD 150.0m and a letter of credit sub-facility of up to USD 30.0m <sup>p. 43</sup>.
* ''Redemption of 2023 Revolving Credit Facility'': On November 13, 2025, the facility was redeemed <sup>p. 43</sup>.
* ''Accrued interest paid'' for 2023 Revolving Credit Facility: USD 0.3m <sup>p. 43</sup>.
* ''Expense recognized'' for unamortized deferred financing costs for 2023 Revolving Credit Facility: USD 0.6m <sup>p. 43</sup>.
* ''Unsecured subordinated notes (Notes)'' agreement entered into in May 2019 for an aggregate principal amount of USD 20.0m <sup>p. 43</sup>.
* ''Interest on Notes'' is fixed at 7.25% for the first 8 years and 8.25% thereafter <sup>p. 43</sup>.
* ''Early retirement of Notes'' requires all interest payments to be paid in full and return of outstanding principal <sup>p. 43</sup>.
* ''Principal on Notes'' is due at maturity on May 24, 2039 <sup>p. 43</sup>.
* ''Interest on Notes'' is payable quarterly <sup>p. 43</sup>.
* ''Notes'' have junior priority to all previously issued debt <sup>p. 43</sup>.
* ''Debt related to Notes'' reported net of debt issuance costs of approximately USD 0.4m for December 31, 2025, and USD 0.5m for December 31, 2024 <sup>p. 43</sup>.
* ''Deferred financing costs'' are presented as a direct deduction from the carrying amount of the subordinated debt <sup>p. 43</sup>.
'''Share Repurchase Program'''
* In ''October 2024'', the Board of Directors approved a share repurchase program <sup>p. 44</sup>.
* The program authorizes the repurchase of up to ''$50.0 million'' of common stock <sup>p. 44</sup>.
* Repurchases can occur through open market purchases, privately-negotiated transactions, block purchases, accelerated share repurchase agreements, or a combination of methods, including Rule 10b5-1 trading plans <sup>p. 44</sup>.
* The timing, manner, price, and amount of repurchases are at the company's discretion <sup>p. 44</sup>.
* The program does not mandate the repurchase of any specific number of shares and can be modified, suspended, or terminated at any time <sup>p. 44</sup>.
* As of ''December 31, 2025'', no shares had been repurchased under this plan <sup>p. 44</sup>.
'''Contractual Obligations and Commitments'''
* ''Reserves for losses and LAE'' represent the best estimate of the ultimate cost of settling reported and unreported claims and related expenses <sup>p. 45</sup>.
* Estimating reserves for losses and LAE involves complex and subjective judgments <sup>p. 45</sup>.
* Actual losses and settlement expenses paid may deviate substantially from the reserve estimates in financial statements <sup>p. 45</sup>.
* The timing for payment of estimated losses is not fixed or determinable on an individual or aggregate basis <sup>p. 45</sup>.
* Assumptions for estimating payments due by period are based on the company's, industry, and peer group claims payment experience <sup>p. 45</sup>.
* There is a risk that amounts paid in any period could differ significantly from disclosed amounts due to uncertainty in timing estimation <sup>p. 45</sup>.
* Disclosed amounts are gross of anticipated amounts recoverable from reinsurers <sup>p. 45</sup>.
* ''Reinsurance balances recoverable'' on reserves for losses and LAE are reported separately as assets, not netted with liabilities, because reinsurance does not discharge liability to policyholders <sup>p. 45</sup>.
* ''Reinsurance balances recoverable'' on reserves for paid and unpaid losses and LAE totaled ''$1,119.9 million'' at December 31, 2025 <sup>p. 45</sup>.
* ''Reinsurance balances recoverable'' on reserves for paid and unpaid losses and LAE totaled ''$857.9 million'' at December 31, 2024 <sup>p. 45</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="3" style="text-align:center" | Payments due by period
|-
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | Total
! class="col-s" style="text-align:right" | Less Than One Year
! class="col-s" style="text-align:right" | One Year or More
|-
| style="text-align:left" | Reserves for losses and LAE
| style="text-align:right" | 2,318,894
| style="text-align:right" | 524,329
| style="text-align:right" | 1,794,565
|-
| style="text-align:left" | Long-term debt
| style="text-align:right" | 548,500
| style="text-align:right" | —
| style="text-align:right" | 548,500
|-
| style="text-align:left" | Interest on debt obligations
| style="text-align:right" | 107,070
| style="text-align:right" | 26,828
| style="text-align:right" | 80,242
|-
| style="text-align:left; font-weight:bold" | Total
| style="text-align:right; font-weight:bold" | 2,974,464
| style="text-align:right; font-weight:bold" | 551,157
| style="text-align:right; font-weight:bold" | 2,423,307
|}
</div>
'''Critical Accounting Policies'''
* Critical accounting estimates are those important to financial portrayal and require significant judgment <sup>p. 46</sup>.
* These judgments and estimates affect reported assets, liabilities, revenues, expenses, and contingent assets/liabilities <sup>p. 46</sup>.
* Actual results may differ materially from estimates and assumptions used in consolidated financial statements <sup>p. 46</sup>.
* Estimates are evaluated regularly using relevant information <sup>p. 46</sup>.
* ''Reserves for unpaid losses and LAE'' are the largest and most complex estimate in the Consolidated Balance Sheets <sup>p. 46</sup>.
* These reserves represent the estimated ultimate cost of all unreported and reported but unpaid insured claims and their adjustment costs as of or before the balance sheet date <sup>p. 46</sup>.
* Reserves for losses and LAE are not discounted to reflect estimated present value <sup>p. 46</sup>.
* Estimates are made using individual case-basis valuations, statistical analyses, and actuarial procedures <sup>p. 46</sup>.
* Estimates are based on historical information, industry/peer group data, and estimates of future trends in loss severity, loss frequency, and inflation <sup>p. 46</sup>.
* Estimates are regularly reviewed and adjusted as experience develops or new information becomes known <sup>p. 46</sup>.
* During the loss settlement period, estimates of liability are often refined and adjusted <sup>p. 46</sup>.
* The ultimate liability may exceed or be less than revised estimates <sup>p. 46</sup>.
* The ultimate settlement of losses and related LAE may vary significantly from financial statement estimates <sup>p. 46</sup>.
* Reserves for unpaid losses and LAE are categorized into ''case reserves'' and ''IBNR'' (incurred but not reported) <sup>p. 46</sup>.
* ''Case reserves'' are established for individual reported claims <sup>p. 46</sup>.
* Claims are reported by insureds, their agents, or brokers <sup>p. 46</sup>.
* Case reserves estimate ultimate losses, including defense costs, based on information provided <sup>p. 46</sup>.
* Claims department personnel, internal/external experts (underwriters, legal counsel), and TPAs (in limited circumstances) are used to estimate ultimate losses <sup>p. 46</sup>.
* Internal claims managers oversee TPA activities to prescribed standards <sup>p. 46</sup>.
* The ''IBNR reserve'' is derived by estimating the ultimate unpaid reserve liability and subtracting case reserves <sup>p. 46</sup>.
* Management's best estimate of the ultimate unpaid liability is set by the ''Reserve Committee'' <sup>p. 46</sup>.
* The Reserve Committee considers actuarial indications and factors like underwriting, claims handling, economic, legal, and environmental changes <sup>p. 46</sup>.
* The Reserve Committee includes the Chief Actuary, Chief Reserving Actuary, Chief Financial Officer, and Chief Claims Officer <sup>p. 46</sup>.
* The Reserve Committee meets quarterly to review actuarial reserving recommendations and determine the best estimate for losses and LAE <sup>p. 46</sup>.
* The actuary estimates an initial expected ultimate loss ratio for each underwriting division when establishing quarterly recommendations <sup>p. 46</sup>.
* Input from underwriting and claims departments, including premium pricing assumptions and historical experience, is considered in setting reserves <sup>p. 46</sup>.
* Reserves are driven by factors such as litigation and regulatory trends, legislative activity, climate change, social/economic patterns, and claims inflation assumptions <sup>p. 46</sup>.
* Reserve estimates reflect current inflation in legal claims' settlements <sup>p. 46</sup>.
* Reserve estimates assume no losses from significant new legal liability theories <sup>p. 46</sup>.
* Reserve estimates assume no significant changes in the regulatory and legislative environment <sup>p. 46</sup>.
* Quantifying the impact of potential regulatory or legislative changes is difficult without specific new regulation or legislation <sup>p. 46</sup>.
* The actuarial review uses multiple methods to estimate reserves for losses and LAE, including:
** Paid and incurred loss development methods <sup>p. 46</sup>.
** Paid and incurred Bornhuetter-Ferguson methods <sup>p. 46</sup>.
** Paid and incurred loss ratio cape cod methods <sup>p. 46</sup>.
** Frequency and severity methods <sup>p. 46</sup>.
* If one actuarial method is more credible, it is used to set the point estimate <sup>p. 46</sup>.
* For new lines of business or significant changes in claim practices, paid and incurred loss development methods are less credible due to insufficient historical data <sup>p. 46</sup>.
* The actuarial point estimate may be based on a judgmental weighting of estimates from various methods <sup>p. 46</sup>.
* These methods utilize the initial expected loss ratio, statistical analysis of past claims reporting/payment patterns, claims frequency/severity, paid loss experience, industry loss experience, and changes in market conditions, policy forms, exclusions, and exposures <sup>p. 46</sup>.
* Actual loss experience may not conform to assumptions, potentially differing from the initial expected loss ratio or reporting/payment patterns <sup>p. 46</sup>.
* The ultimate settlement of losses and related LAE may vary significantly from financial statement estimates <sup>p. 46</sup>.
* Estimates are regularly reviewed and adjusted, with adjustments included in current operations <sup>p. 46</sup>.
* ''Development'' refers to the difference between estimated losses and those originally reported <sup>p. 46</sup>.
* ''Unfavorable development'' occurs when losses settle for more than reserved or subsequent estimates indicate reserve increases <sup>p. 46</sup>.
* ''Favorable development'' occurs when losses settle for less than reserved or subsequent estimates indicate reserve reductions <sup>p. 46</sup>.
* Favorable or unfavorable development is reflected in the results of operations in the period the estimates change <sup>p. 46</sup>.
* A ''5% change in net IBNR'' would result in a ''$51.8 million change'' in reserves for losses and LAE <sup>p. 46</sup>.
* A ''5% change in net IBNR'' would result in a ''$40.9 million change'' in net income and stockholders’ equity <sup>p. 46</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="4" style="text-align:center" | 2025
! colspan="4" style="text-align:center" | 2024
|-
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | Gross
! class="col-s" style="text-align:right" | % of Total
! class="col-s" style="text-align:right" | Net
! class="col-s" style="text-align:right" | % of Total
! class="col-s" style="text-align:right" | Gross
! class="col-s" style="text-align:right" | % of Total
! class="col-s" style="text-align:right" | Net
! class="col-s" style="text-align:right" | % of Total
|-
| style="text-align:left" | Case reserves
| style="text-align:right" | 625,710
| style="text-align:right" | 27.0%
| style="text-align:right" | 362,291
| style="text-align:right" | 25.9%
| style="text-align:right" | 567,192
| style="text-align:right" | 31.8%
| style="text-align:right" | 342,612
| style="text-align:right" | 30.8%
|-
| style="text-align:left" | IBNR
| style="text-align:right" | 1,693,184
| style="text-align:right" | 73.0%
| style="text-align:right" | 1,035,438
| style="text-align:right" | 74.1%
| style="text-align:right" | 1,215,191
| style="text-align:right" | 68.2%
| style="text-align:right" | 768,925
| style="text-align:right" | 69.2%
|-
| style="text-align:left; font-weight:bold" | Total
| style="text-align:right; font-weight:bold" | 2,318,894
| style="text-align:right; font-weight:bold" | 100.0%
| style="text-align:right; font-weight:bold" | 1,397,729
| style="text-align:right; font-weight:bold" | 100.0%
| style="text-align:right; font-weight:bold" | 1,782,383
| style="text-align:right; font-weight:bold" | 100.0%
| style="text-align:right; font-weight:bold" | 1,111,537
| style="text-align:right; font-weight:bold" | 100.0%
|}
</div>
'''Recent Accounting Pronouncements'''
* In ''December 2023'', the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures (Topic 740)" <sup>p. 47</sup>.
* ASU 2023-09 mandates public companies to provide enhanced annual rate reconciliation disclosures, including specific categories and additional information meeting a quantitative threshold <sup>p. 47</sup>.
* This update also requires public companies to disaggregate income taxes paid by federal, state, and foreign taxes <sup>p. 47</sup>.
* The guidance for ASU 2023-09 became effective for fiscal years beginning after December 15, 2024, and is applied prospectively <sup>p. 47</sup>.
* The company has added additional disclosures as required by ASU 2023-09, with no impact on the consolidated financial statements <sup>p. 47</sup>.
* In ''November 2024'', the FASB issued ASU 2024-03, requiring disaggregated disclosure of income statement expenses for public business entities (PBEs) <sup>p. 47</sup>.
* ASU 2024-03 does not change expense captions on the income statement face but requires disaggregation of certain expense captions into specified categories in footnotes <sup>p. 47</sup>.
* ASU 2024-03 requires a footnote disclosure for specific expenses, mandating PBEs to disaggregate, in a tabular presentation, relevant income statement expense captions that include natural expenses such as: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization from oil- and gas-producing activities or other depletion expenses <sup>p. 47</sup>.
* The tabular disclosure would also include certain other expenses, if applicable <sup>p. 47</sup>.
* In ''January 2025'', the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03 as the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027 <sup>p. 47</sup>.
* The company is evaluating the effect of these amendments on its consolidated financial statements <sup>p. 47</sup>.
== Quantitative and Qualitative Disclosures About Market Risk ==
* Qualitative and Quantitative Disclosures about Market Risk are included in Item 7 of this Form 10-K under "Investments—Market Risk" <sup>p.
== Cover ==
Line 13,520 ⟶ 15,055:
== Controls and Procedures ==
'''Evaluation of Disclosure Controls and Procedures'''
* ''Management''
* The evaluation included participation from the ''principal executive officer'' and ''principal financial officer'' <sup>p. 49</sup>.
* ''Disclosure controls and procedures'' are defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act) <sup>p. 49</sup>.
* As of December 31, 2025, the ''principal executive officer and principal financial officer'' concluded that disclosure controls and procedures were effective at the reasonable assurance level <sup>p. 49</sup>.
* ''Management'' applies judgment in evaluating the cost-benefit relationship of possible controls and procedures <sup>p. 49</sup>.
'''Management’s Report on Internal Control over Financial Reporting'''
* Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 <sup>p. 50</sup>.
* Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP <sup>p. 50</sup>.
* Internal control over financial reporting includes policies and procedures that:
** Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets <sup>p. 50</sup>.
** Provide reasonable assurance that transactions are recorded as necessary for financial statement preparation in accordance with U.S. GAAP, and that receipts and expenditures align with management and director authorizations <sup>p. 50</sup>.
** Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could materially affect financial statements <sup>p. 50</sup>.
'''Remediation of Material Weakness in Internal Control Over Financial Reporting'''
*
* A material weakness existed as of December 31, 2024, related to the ineffective implementation of information technology general controls (ITGCs) in user access for systems supporting financial reporting processes <sup>p. 51</sup>.
* Related process-level IT dependent manual and automated controls, relying on affected ITGCs or information from IT systems with affected ITGCs, were also deemed ineffective <sup>p. 51</sup>.
* During the year ended December 31, 2025, management took actions to remediate control deficiencies, including enhancing IT compliance oversight and expanding the team with ITGC experience <sup>p. 51</sup>.
* Remediation actions included developing a training program for ITGCs and policies, educating control owners on principles and requirements <sup>p. 51</sup>.
* Procedures were implemented to develop and maintain documentation of underlying ITGCs to promote knowledge transfer during IT personnel and function changes <sup>p. 51</sup>.
* An IT management review and testing procedures were implemented to monitor ITGCs <sup>p. 51</sup>.
* Quarterly reporting on remediation measures was provided to the Audit Committee of the board of directors <sup>p. 51</sup>.
<blockquote>"We believe the measures described above have remediated the material weakness previously identified and we have concluded our internal control over financial reporting was effective at a reasonable assurance level as of December 31, 2025." <sup>p. 51</sup></blockquote>
<blockquote>"Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2025." <sup>p. 51</sup></blockquote>
* The assessment of internal control over financial reporting as of December 31, 2025, used criteria from the Committee of Sponsoring Organizations of the Treadway Commission in the Internal Control — Integrated Framework (2013 Framework) <sup>p. 51</sup>.
* Based on this assessment, management concluded that internal control over financial reporting was effective as of December 31, 2025 <sup>p. 51</sup>.
* The effectiveness of internal control over financial reporting as of December 31, 2025, was audited by Ernst & Young, LLP, the Company’s independent registered public accounting firm <sup>p. 51</sup>.
* The audit opinion is included in their report titled “Report of Independent Registered Public Accounting Firm-Opinion on Internal Control over Financial Reporting” <sup>p. 51</sup>.
'''Changes in Internal Control over Financial Reporting'''
* There has been no change in the company's internal control over financial reporting during the year ended December 31, 2025, that materially affected or is reasonably likely to materially affect it, except for the remediation of the material weakness identified in 2024 <sup>p. 52</sup>.
* This evaluation was required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act <sup>p. 52</sup>.
'''Limitations on Effectiveness of Controls and Procedures'''
* Management acknowledges that ''disclosure controls and procedures'', regardless of design and operation, offer only reasonable assurance of achieving control objectives <sup>p. 53</sup>.
* The design of ''disclosure controls and procedures'' must consider resource constraints <sup>p. 53</sup>.
* Management must apply judgment when evaluating the ''benefits of possible controls and procedures'' against their costs <sup>p. 53</sup>.
== Other Information ==
*
== Directors, Executive Officers and Corporate Governance ==
* The information required by Item 10 of Form 10-K will be included in the
== Executive Compensation ==
* The information required by Item 11 of Form 10-K will be included in the company's 2026 Proxy Statement and is incorporated by reference <sup>p.
== Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters ==
* The information required by Item 12 of Form 10-K will be included in the
== Certain Relationships and Related Transactions, and Director Independence ==
* The information required by Item 13 of Form 10-K will be included in the
== Principal Accounting Fees and Services ==
* Our independent registered public accounting firm is Ernst & Young LLP, Houston, Texas <sup>p.
*
* The information required by Item 14 of Form 10-K will be included in
== Exhibits, Financial Statement Schedules. ==
* The ''consolidated financial statements'' of the Company are filed as part of this Form 10-K and are included in Item 8 <sup>p.
* The ''financial statements'' include the Report of Independent Registered Public Accounting Firm <sup>p. 60</sup>.
* The ''financial statements'' include Consolidated Balance Sheets as of December 31, 2025 and 2024 <sup>p. 60</sup>.
* The ''financial statements'' include Consolidated Statements of Operations and Comprehensive Income (loss) for the three years in the periods ended December 31, 2025, 2024 and 2023 <sup>p. 60</sup>.
* The ''financial statements'' include Consolidated Statements of Stockholders’ Equity for the three years in the period ended December 31, 2025, 2024 and 2023 <sup>p. 60</sup>.
* The ''financial statements'' include Consolidated Statements of Cash Flows for the three years in the period ended December 31, 2025, 2024 and 2023 <sup>p. 60</sup>.
* ''Exhibits'' are listed <sup>p. 60</sup>.
* Items marked with an asterisk (*) are ''filed herewith'' <sup>p. 60</sup>.
*
<div style="overflow-x:auto">
{| class="wikitable"
! style="text-align:left" | Schedule Number
! class="col-m" style="text-align:right" | Schedule Description
! class="col-xs" style="text-align:right" | Page
|-
| style="text-align:left" | I.
| class="col-m" style="text-align:right" | Summary of Investments — Other Than in Related Parties at December 31, 2025
| class="col-xs" style="text-align:right" | 113
|-
| style="text-align:left" | II.
| class="col-m" style="text-align:right" | Financial Information of Registrant (Parent Company) for the years ended December 31, 2025, 2024 and 2023
| class="col-xs" style="text-align:right" | 114
|-
| style="text-align:left" | IV.
| class="col-m" style="text-align:right" | Supplementary Reinsurance Information for the years ended December 31, 2025, 2024, and 2023
| class="col-xs" style="text-align:right" | 118
|-
| style="text-align:left" | V.
| class="col-m" style="text-align:right" | Valuation and Qualifying Accounts for the years ended December 31, 2025, 2024, and 2023
| class="col-xs" style="text-align:right" | 119
|-
| style="text-align:left" | VI.
| class="col-m" style="text-align:right" | Supplementary Information Concerning Property — Casualty Insurance Operations for the years ended December 31, 2025, 2024, and 2023
| class="col-xs" style="text-align:right" | 120
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable"
! style="text-align:left" | Exhibit Number
! class="col-m" style="text-align:right" | Exhibit Description
|-
| style="text-align:left" | 3.1
| class="col-m" style="text-align:right" | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on January 18, 2023).
|-
| style="text-align:left" | 3.2
| class="col-m" style="text-align:right" | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the Commission on January 18, 2023).
|-
| style="text-align:left" | 4.1
| class="col-m" style="text-align:right" | Amended and Restated Stockholders’ Agreement, dated March 12, 2014, by and among the Company and the stockholders listed therein (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
|-
| style="text-align:left" | 4.2
| class="col-m" style="text-align:right" | Description of Capital Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2023).
|-
| style="text-align:left" | 10.1+
| class="col-m" style="text-align:right" | Share Purchase and Award Agreement and form of agreements thereunder in use before 2016 (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
|-
| style="text-align:left" | 10.2+
| class="col-m" style="text-align:right" | 2016 Equity Incentive Program and form of award agreements thereunder (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
|-
| style="text-align:left" | 10.3+
| class="col-m" style="text-align:right" | 2020 Long Term Incentive Plan and form of award agreements thereunder (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
|-
| style="text-align:left" | 10.4+
| class="col-m" style="text-align:right" | Skyward Specialty Insurance Group, Inc. 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
|-
| style="text-align:left" | 10.5+
| class="col-m" style="text-align:right" | Skyward Specialty Insurance Group, Inc. 2022 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
|-
| style="text-align:left" | 10.6+
| class="col-m" style="text-align:right" | Form of Restricted Stock Units Agreement and form of notice under the Company's 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.6 to the Company's Registration Statement on Form S-8, filed with the SEC on January 12, 2023).
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable"
! style="text-align:left" | Exhibit Number
! style="text-align:center" | Exhibit Description
|-
! style="text-align:left" | 10.7+
! style="text-align:center" | Form of Restricted Stock Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.7 to the Company's Registration Statement on Form S-8, filed with the SEC on January 12, 2023).
|-
! style="text-align:left" | 10.8+
! style="text-align:center" | Form of Nonstatutory Stock Option Agreement and form of notice under the Company's 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.8 to the Company's Registration Statement on Form S-8, filed with the SEC on January 12, 2023).
|-
! style="text-align:left" | 10.9+
! style="text-align:center" | Form of Incentive Stock Option Agreement and form of notice under the Company's 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.9 to the Company's Registration Statement on Form S-8, filed with the SEC on January 12, 2023).
|-
! style="text-align:left" | 10.10+
! style="text-align:center" | Form of Performance-Based Restricted Stock Units Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2023).
|-
! style="text-align:left" | 10.11+
! style="text-align:center" | Performance-Based Restricted Stock Units Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2023).
|-
! style="text-align:left" | 10.12+
! style="text-align:center" | Performance Unit Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2023).
|-
! style="text-align:left" | 10.13+
! style="text-align:center" | Amended Form of Performance Share (GBVPS) Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024).
|-
! style="text-align:left" | 10.14+
! style="text-align:center" | Amended Form of Performance Share (Executives) Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024).
|-
! style="text-align:left" | 10.15+
! style="text-align:center" | Amended Form of Performance Share (Others) Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024).
|-
! style="text-align:left" | 10.16+
! style="text-align:center" | Amended Form of Performance Cash Units Agreement under the Company’s Long-Term Incentive Plan. (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024).
|-
! style="text-align:left" | 10.17+
! style="text-align:center" | Amended Form of the Restricted Stock Unit (Executives) Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024).
|-
! style="text-align:left" | 10.18+
! style="text-align:center" | Amended Form of Restricted Stock Unit (Others) Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024).
|-
! style="text-align:left" | 10.19+
! style="text-align:center" | Amended Form of Long-Term Performance Cash Plan and Award Letter under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024).
|-
! style="text-align:left" | 10.20+
! style="text-align:center" | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
|-
! style="text-align:left" | 10.21+
! style="text-align:center" | Employment Agreement, dated May 22, 2020, by and between the Registrant and Andrew Robinson, with Amendment No. 1 dated January 1, 2022 (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
|-
! style="text-align:left" | 10.22+
! class="col-m" style="text-align:right" | Form of Non-Employee Director Deferred Restricted Stock Unit Agreement and Form of Notice Under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 3, 2025).
|-
| style="text-align:left" | 10.23
| class="col-m" style="text-align:right" | Commutation and Release Agreement by and among R&Q Re (Bermuda) Ltd., Skyward Re, Houston Specialty Insurance Company, Imperium Insurance Company, and Great Midwest Insurance Company, dated January 31, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on February 5, 2025).
|-
| style="text-align:left" | 10.24
| class="col-m" style="text-align:right" | Credit Agreement, dated March 29, 2023, by and among Skyward Specialty Insurance Group, Inc., the lenders from time to time party thereto and Truist Bank, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on April 3, 2023).
|-
| style="text-align:left" | 10.25
| class="col-m" style="text-align:right" | First Amendment dated as of February 26, 2024, to that certain Credit Agreement, dated March 29, 2023, by and among Skyward Specialty Inc., the lenders from time to time party thereto and Truist Bank, as administrative agent (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024).
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable"
! style="text-align:left" | Exhibit Number
! class="col-m" style="text-align:right" | Exhibit Description
|-
| style="text-align:left" | 10.26
| class="col-m" style="text-align:right" | Guaranty Agreement, dated March 29, 2023, by and among Skyward Service Company, Skyward Underwriters Agency, Inc., the loan parties identified on the signature pages thereto and Truist Bank. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on April 3, 2023).
|-
| style="text-align:left" | 10.27
| class="col-m" style="text-align:right" | Advances and Security Agreement, dated August 1, 2024, by and between Houston Specialty Insurance Company, a wholly owned insurance company subsidiary of the Company and the Federal Home Loan Bank of Dallas (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 6, 2024).
|-
| style="text-align:left" | 10.28+
| class="col-m" style="text-align:right" | Form of Severance Agreement between the Company and executive officers (other than the CEO) (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 3, 2025).
|-
| style="text-align:left" | 10.29+
| class="col-m" style="text-align:right" | Amendment No. 2 to Employment Agreement between the Registrant and Andrew Robinson dated March 1, 2025 (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 3, 2025).
|-
| style="text-align:left" | 10.30+
| class="col-m" style="text-align:right" | Amended Form of Restricted Stock Unit (Executives) Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.21 to the Company’s Registration Statement on Form S-8, filed with the SEC on March 5, 2025).
|-
| style="text-align:left" | 10.31+
| class="col-m" style="text-align:right" | Amended Form of the Restricted Stock Unit (Others) Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.22 to the Company’s Registration Statement on Form S-8, filed with the SEC on March 5, 2025).
|-
| style="text-align:left" | 10.32+
| class="col-m" style="text-align:right" | Amended Form of Performance Share (Executives) Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.23 to the Company’s Registration Statement on Form S-8, filed with the SEC on March 5, 2025).
|-
| style="text-align:left" | 10.33+
| class="col-m" style="text-align:right" | Amended Form of Performance Share (Others) Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.24 to the Company’s Registration Statement on Form S-8, filed with the SEC on March 5, 2025).
|-
| style="text-align:left" | 10.34+
| class="col-m" style="text-align:right" | Amended Form of Performance Share (GBVPS) (Executives) Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.25 to the Company’s Registration Statement on Form S-8, filed with the SEC on March 5, 2025).
|-
| style="text-align:left" | 10.35+
| class="col-m" style="text-align:right" | Amended Form of Performance Share (GBVPS) (Others) Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.26 to the Company’s Registration Statement on Form S-8, filed with the SEC on March 5, 2025).
|-
| style="text-align:left" | 10.36+
| class="col-m" style="text-align:right" | Amended Form of Long-Term Performance Cash Plan and Award Letter under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.27 to the Company’s Registration Statement on Form S-8, filed with the SEC on March 5, 2025).
|-
| style="text-align:left" | 10.37
| class="col-m" style="text-align:right" | Share Purchase Agreement, dated September 2, 2025, by and between Skyward Specialty Insurance Group, Inc. and Apollo institutional shareholders, of Apollo Group Holdings Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2025).
|-
| style="text-align:left" | 10.38
| class="col-m" style="text-align:right" | Share Purchase Agreement, dated September 2, 2025, by and between Skyward Specialty Insurance Group, Inc. and Apollo management shareholders, of Apollo Group Holdings Limited (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2025).
|-
| style="text-align:left" | 10.39
| class="col-m" style="text-align:right" | Credit Agreement, dated November 13, 2025, by and between Skyward Specialty Insurance Group, Inc. and Barclays Bank PLC, as Administrative Agent, Truist Securities, Inc., Citizens Bank, N.A. and Texas Capital Bank (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on November 18, 2025).
|-
| style="text-align:left" | 10.40
| class="col-m" style="text-align:right" | Guaranty Agreement, dated November 13, 2025, by and among Skyward Specialty Insurance Group, Inc., Skyward Service Company, Skyward Underwriters Agency, Inc., the loan parties identified on the signature pages thereto and Barclays Bank PLC. Barclays Bank PLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on November 18, 2025).
|-
| style="text-align:left" | 10.41
| class="col-m" style="text-align:right" | Term Loan Credit Agreement, dated December 30, 2025, by and among Skyward Specialty Insurance Group, Inc., and Barclays Bank PLC, as Administrative Agent, Truist Securities, Inc., Citizens Bank, N.A. and Texas Capital Bank (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on January 6, 2026).
|-
| style="text-align:left" | 10.42
| class="col-m" style="text-align:right" | Guaranty Agreement, dated December 30, 2025, by and among Skyward Specialty Insurance Group, Inc., Skyward Service Company, Skyward Underwriters Agency, Inc., the loan parties identified on the signature pages and Barclays Bank PLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on January 6, 2026).
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable"
! style="text-align:left" | Exhibit Number
! class="col-m" style="text-align:right" | Exhibit Description
|-
| style="text-align:left" | 10.43
| class="col-m" style="text-align:right" | First Amendment, dated December 30, 2025, by and among Skyward Specialty Insurance Group, Inc., Skyward Service Company, Skyward Underwriters Agency, Inc., the loan parties identified on the signature pages and Barclays Bank PLC (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Commission on January 6, 2026).
|-
| style="text-align:left" | 19
| class="col-m" style="text-align:right" | Skyward Specialty Insurance Securities Trading Policy (incorporated by reference to Exhibit 19 to the Company ’ s Annual Report on Form 10-K, filed with the SEC on March 3, 2025).
|-
| style="text-align:left" | 19.1*
| class="col-m" style="text-align:right" | Skyward Specialty Insurance Securities Trading Policy amended November 5, 2025.
|-
| style="text-align:left" | 21.1*
| class="col-m" style="text-align:right" | List of Subsidiaries of the Company
|-
| style="text-align:left" | 23.1*
| class="col-m" style="text-align:right" | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|-
| style="text-align:left" | 31.1*
| class="col-m" style="text-align:right" | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|-
| style="text-align:left" | 31.2*
| class="col-m" style="text-align:right" | Certification of Principal Financial and Accounting Officer pursuant to Rule 13a 14(a) or Rule 15d 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|-
| style="text-align:left" | 32.1*
| class="col-m" style="text-align:right" | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|-
| style="text-align:left" | 97
| class="col-m" style="text-align:right" | Policy for Recovery of Erroneously Awarded Incentive Compensation (“Clawback Policy”) (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024).
|-
| style="text-align:left" | 101.INS
| class="col-m" style="text-align:right" | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
|-
| style="text-align:left" | 101.SCH
| class="col-m" style="text-align:right" | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
|-
| style="text-align:left" | 104
| class="col-m" style="text-align:right" | Cover Page Interactive Date File (embedded within the Inline XBRL document)
|}
</div>
'''SKYWARD SPECIALTY INSURANCE GROUP, INC. AND SUBSIDIARIES'''
* ''Summary of Investments'' (Other than in Related Parties) is presented as Schedule I <sup>p. 61</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | ($ in thousands)
! style="text-align:center" | Cost
! style="text-align:center" | Fair Value (if applicable)
! style="text-align:center" | Amount on Balance Sheet
|-
! style="text-align:left" | December 31, 2025
! style="text-align:center" |
! style="text-align:center" |
! style="text-align:center" |
|-
! style="text-align:left" | Fixed maturity securities, available for sale:
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
|-
| style="text-align:left" | U.S. government securities
| style="text-align:right" | 44,190
| style="text-align:right" | 44,468
| style="text-align:right" | 44,468
|-
| style="text-align:left" | Corporate securities and miscellaneous
| style="text-align:right" | 632,244
| style="text-align:right" | 636,387
| style="text-align:right" | 636,387
|-
| style="text-align:left" | Municipal securities
| style="text-align:right" | 102,691
| style="text-align:right" | 102,116
| style="text-align:right" | 102,116
|-
| style="text-align:left" | Residential mortgage-backed securities
| style="text-align:right" | 487,145
| style="text-align:right" | 486,587
| style="text-align:right" | 486,587
|-
| style="text-align:left" | Commercial mortgage-backed securities
| style="text-align:right" | 72,631
| style="text-align:right" | 73,050
| style="text-align:right" | 73,050
|-
| style="text-align:left" | Other asset-backed securities
| style="text-align:right" | 509,854
| style="text-align:right" | 513,695
| style="text-align:right" | 513,695
|-
| style="text-align:left; font-weight:bold" | Total fixed maturity securities, available for sale
| style="text-align:right; font-weight:bold" | 1,848,755
| style="text-align:right; font-weight:bold" | 1,856,303
| style="text-align:right; font-weight:bold" | 1,856,303
|-
| style="text-align:left" | Other asset-backed securities
| style="text-align:right" | 33,290
| style="text-align:right" | 33,603
| style="text-align:right" | 32,822
|-
| style="text-align:left; font-weight:bold" | Total fixed maturity securities, held to maturity
| style="text-align:right; font-weight:bold" | 33,290
| style="text-align:right; font-weight:bold" | 33,603
| style="text-align:right; font-weight:bold" | 32,822
|-
| style="text-align:left" | Preferred stocks
| style="text-align:right" | 1,138
| style="text-align:right" | 1,174
| style="text-align:right" | 1,174
|-
| style="text-align:left; font-weight:bold" | Total equity securities
| style="text-align:right; font-weight:bold" | 1,138
| style="text-align:right; font-weight:bold" | 1,174
| style="text-align:right; font-weight:bold" | 1,174
|-
| style="text-align:left" | Mortgage loans
| style="text-align:right" | 10,093
| style="text-align:right" | 9,902
| style="text-align:right" | 9,902
|-
| style="text-align:left" | Other long-term investments
| style="text-align:right" | 37,290
| style="text-align:right" | 58,650
| style="text-align:right" | 58,650
|-
| style="text-align:left" | Short-term investments
| style="text-align:right" | 264,299
| style="text-align:right" | 264,299
| style="text-align:right" | 264,299
|-
| style="text-align:left; font-weight:bold" | Total
| style="text-align:right; font-weight:bold" | 2,194,865
| style="text-align:right; font-weight:bold" | 2,223,931
| style="text-align:right; font-weight:bold" | 2,223,150
|}
</div>
'''SKYWARD SPECIALTY INSURANCE GROUP, INC. AND SUBSIDIARIES'''
* ''Cash and cash equivalents'' were USD 10.0m as of December 31, 2023, and USD 10.0m as of December 31, 2022 <sup>p. 62</sup>.
* ''Investments'' were USD 1,000.0m as of December 31, 2023, and USD 1,000.0m as of December 31, 2022 <sup>p. 62</sup>.
* ''Receivable from affiliates'' was USD 1,000.0m as of December 31, 2023, and USD 1,000.0m as of December 31, 2022 <sup>p. 62</sup>.
* ''Other assets'' were USD 1,000.0m as of December 31, 2023, and USD 1,000.0m as of December 31, 2022 <sup>p. 62</sup>.
* ''Total assets'' were USD 3,010.0m as of December 31, 2023, and USD 3,010.0m as of December 31, 2022 <sup>p. 62</sup>.
* ''Payable to affiliates'' was USD 1,000.0m as of December 31, 2023, and USD 1,000.0m as of December 31, 2022 <sup>p. 62</sup>.
* ''Other liabilities'' were USD 1,000.0m as of December 31, 2023, and USD 1,000.0m as of December 31, 2022 <sup>p. 62</sup>.
* ''Total liabilities'' were USD 2,000.0m as of December 31, 2023, and USD 2,000.0m as of December 31, 2022 <sup>p. 62</sup>.
* ''Common stock'' was USD 1.0m as of December 31, 2023, and USD 1.0m as of December 31, 2022 <sup>p. 62</sup>.
* ''Additional paid-in capital'' was USD 1,000.0m as of December 31, 2023, and USD 1,000.0m as of December 31, 2022 <sup>p. 62</sup>.
* ''Accumulated deficit'' was USD (100.0)m as of December 31, 2023, and USD (100.0)m as of December 31, 2022 <sup>p. 62</sup>.
* ''Total stockholders’ equity'' was USD 1,010.0m as of December 31, 2023, and USD 1,010.0m as of December 31, 2022 <sup>p. 62</sup>.
* ''Total liabilities and stockholders’ equity'' were USD 3,010.0m as of December 31, 2023, and USD 3,010.0m as of December 31, 2022 <sup>p. 62</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="2" style="text-align:center" | December 31,
|-
! style="text-align:left" | ($ in thousands)
! style="text-align:center" | 2025
! style="text-align:center" | 2024
|-
! style="text-align:left" | Assets
! style="text-align:center" |
! style="text-align:center" |
|-
! style="text-align:left" | Investments:
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
|-
| style="text-align:left" | Investment in subsidiaries
| style="text-align:right" | 1,076,288
| style="text-align:right" | 853,670
|-
| style="text-align:left" | Short-term investments, at fair value
| style="text-align:right" | 14,513
| style="text-align:right" | 14,000
|-
| style="text-align:left; font-weight:bold" | Total investments
| style="text-align:right; font-weight:bold" | 1,090,801
| style="text-align:right; font-weight:bold" | 867,670
|-
| style="text-align:left" | Cash and cash equivalents
| style="text-align:right" | 3,500
| style="text-align:right" | 2,943
|-
| style="text-align:left" | Deferred income taxes
| style="text-align:right" | 27,865
| style="text-align:right" | 30,486
|-
| style="text-align:left" | Goodwill and intangible assets, net
| style="text-align:right" | 14,349
| style="text-align:right" | 12,641
|-
| style="text-align:left" | Other assets
| style="text-align:right" | 10,709
| style="text-align:right" | 2,905
|-
| style="text-align:left; font-weight:bold" | Total assets
| style="text-align:right; font-weight:bold" | 1,147,224
| style="text-align:right; font-weight:bold" | 916,645
|-
| style="text-align:left" | Liabilities and Stockholders’ Equity
| style="text-align:right" | —
| style="text-align:right" | —
|-
| style="text-align:left" | Accounts payable and accrued liabilities
| style="text-align:right" | 17,680
| style="text-align:right" | 3,110
|-
| style="text-align:left" | Notes payable
| style="text-align:right" | 100,410
| style="text-align:right" | 100,000
|-
| style="text-align:left" | Subordinated debt, net of debt issuance costs
| style="text-align:right" | 19,569
| style="text-align:right" | 19,536
|-
| style="text-align:left; font-weight:bold" | Total liabilities
| style="text-align:right; font-weight:bold" | 137,659
| style="text-align:right; font-weight:bold" | 122,646
|-
| style="text-align:left" | Stockholders’ Equity:
| style="text-align:right" | —
| style="text-align:right" | —
|-
| style="text-align:left" | Stockholders’ equity
| style="text-align:right" | 1,009,565
| style="text-align:right" | 793,999
|-
| style="text-align:left; font-weight:bold" | Total liabilities and stockholders’ equity
| style="text-align:right; font-weight:bold" | 1,147,224
| style="text-align:right; font-weight:bold" | 916,645
|}
</div>
'''SKYWARD SPECIALTY INSURANCE GROUP, INC. AND SUBSIDIARIES'''
* See accompanying notes to financial statements <sup>p. 63</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="3" style="text-align:center" | Years Ended December 31,
|-
! style="text-align:left" | ($ in thousands)
! style="text-align:center" | 2025
! style="text-align:center" | 2024
! style="text-align:center" | 2023
|-
! style="text-align:left" | Revenues:
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
|-
| style="text-align:left" | Net investment income
| style="text-align:right" | 3,371
| style="text-align:right" | 3,212
| style="text-align:right" | 3,822
|-
| style="text-align:left" | Net investment gains (losses)
| style="text-align:right" | —
| style="text-align:right" | 963
| style="text-align:right" | ( 963 )
|-
| style="text-align:left" | Other loss
| style="text-align:right" | —
| style="text-align:right" | ( 2 )
| style="text-align:right" | ( 27 )
|-
| style="text-align:left; font-weight:bold" | Total revenues
| style="text-align:right; font-weight:bold" | 3,371
| style="text-align:right; font-weight:bold" | 4,173
| style="text-align:right; font-weight:bold" | 2,832
|-
| style="text-align:left" | Operating expenses
| style="text-align:right" | 7,899
| style="text-align:right" | 10,632
| style="text-align:right" | —
|-
| style="text-align:left" | Interest expense
| style="text-align:right" | 6,762
| style="text-align:right" | 8,140
| style="text-align:right" | 9,815
|-
| style="text-align:left" | Amortization expense
| style="text-align:right" | 620
| style="text-align:right" | 920
| style="text-align:right" | 313
|-
| style="text-align:left" | Other expenses
| style="text-align:right" | 17,962
| style="text-align:right" | 9,646
| style="text-align:right" | 451
|-
| style="text-align:left; font-weight:bold" | Total expenses
| style="text-align:right; font-weight:bold" | 33,243
| style="text-align:right; font-weight:bold" | 29,338
| style="text-align:right; font-weight:bold" | 10,579
|-
| style="text-align:left" | Loss before income tax expense
| style="text-align:right" | ( 29,872 )
| style="text-align:right" | ( 25,165 )
| style="text-align:right" | ( 7,747 )
|-
| style="text-align:left" | Income tax expense
| style="text-align:right" | 45,860
| style="text-align:right" | 33,578
| style="text-align:right" | 6,808
|-
| style="text-align:left" | Loss before equity in earnings of subsidiaries
| style="text-align:right" | ( 75,732 )
| style="text-align:right" | ( 58,743 )
| style="text-align:right" | ( 14,555 )
|-
| style="text-align:left" | Equity in undistributed earnings of subsidiaries
| style="text-align:right" | 245,760
| style="text-align:right" | 177,571
| style="text-align:right" | 100,539
|-
| style="text-align:left" | Net income
| style="text-align:right" | 170,028
| style="text-align:right" | 118,828
| style="text-align:right" | 85,984
|}
</div>
'''SKYWARD SPECIALTY INSURANCE GROUP, INC. AND SUBSIDIARIES'''
* The accompanying notes to financial statements should be referenced <sup>p. 64</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="3" style="text-align:center" | Years Ended December 31,
|-
! style="text-align:left" | ($ in thousands)
! style="text-align:center" | 2025
! style="text-align:center" | 2024
! style="text-align:center" | 2023
|-
! style="text-align:left" | Cash flows from operating activities:
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
|-
| style="text-align:left" | Net income
| style="text-align:right" | 170,028
| style="text-align:right" | 118,828
| style="text-align:right" | 85,984
|-
| style="text-align:left" | Adjustments to reconcile net income to net cash used in operating activities
| style="text-align:right" | ( 175,769 )
| style="text-align:right" | ( 121,563 )
| style="text-align:right" | ( 95,947 )
|-
| style="text-align:left" | Net cash used in operating activities
| style="text-align:right" | ( 5,741 )
| style="text-align:right" | ( 2,735 )
| style="text-align:right" | ( 9,963 )
|-
| style="text-align:left" | Purchase of intangible assets and goodwill
| style="text-align:right" | ( 2,000 )
| style="text-align:right" | —
| style="text-align:right" | —
|-
| style="text-align:left" | Capital contributions to subsidiaries
| style="text-align:right" | ( 100 )
| style="text-align:right" | —
| style="text-align:right" | ( 122,800 )
|-
| style="text-align:left" | Distributions from investment in subsidiaries
| style="text-align:right" | 8,500
| style="text-align:right" | 8,500
| style="text-align:right" | 6,500
|-
| style="text-align:left" | Change in short-term investments
| style="text-align:right" | ( 513 )
| style="text-align:right" | ( 3,407 )
| style="text-align:right" | ( 10,569 )
|-
| style="text-align:left" | Net cash provided by (used in) investing activities
| style="text-align:right" | 5,887
| style="text-align:right" | 5,093
| style="text-align:right" | ( 126,869 )
|-
| style="text-align:left" | Repayment of stock notes receivable
| style="text-align:right" | —
| style="text-align:right" | 5,561
| style="text-align:right" | 1,350
|-
| style="text-align:left" | Proceeds from long term borrowings
| style="text-align:right" | 43,411
| style="text-align:right" | 107,000
| style="text-align:right" | 50,000
|-
| style="text-align:left" | Payments on long term borrowings and trust preferred
| style="text-align:right" | ( 43,000 )
| style="text-align:right" | ( 115,000 )
| style="text-align:right" | ( 50,000 )
|-
| style="text-align:left" | Proceeds from equity offerings
| style="text-align:right" | —
| style="text-align:right" | —
| style="text-align:right" | 128,887
|-
| style="text-align:left" | Proceeds from employee stock purchase plan
| style="text-align:right" | —
| style="text-align:right" | —
| style="text-align:right" | 710
|-
| style="text-align:left" | Net cash provided by (used in) financing activities
| style="text-align:right" | 411
| style="text-align:right" | ( 2,439 )
| style="text-align:right" | 130,947
|-
| style="text-align:left" | Net increase (decrease) in cash and cash equivalents and restricted cash
| style="text-align:right" | 557
| style="text-align:right" | ( 81 )
| style="text-align:right" | ( 5,885 )
|-
| style="text-align:left" | Cash and cash equivalents and restricted cash at beginning of year
| style="text-align:right" | 2,943
| style="text-align:right" | 3,024
| style="text-align:right" | 8,909
|-
| style="text-align:left" | Cash and cash equivalents and restricted cash at end of year
| style="text-align:right" | 3,500
| style="text-align:right" | 2,943
| style="text-align:right" | 3,024
|-
| style="text-align:left" | Supplemental disclosure of cash flow information:
| style="text-align:right" | —
| style="text-align:right" | —
| style="text-align:right" | —
|-
| style="text-align:left" | Cash paid for interest
| style="text-align:right" | 6,149
| style="text-align:right" | 8,573
| style="text-align:right" | 10,667
|}
</div>
'''SKYWARD SPECIALTY INSURANCE GROUP, INC. AND SUBSIDIARIES'''
* ''Intercompany Loan Promissory Note'' was entered into by Skyward Specialty with Houston Specialty Insurance Company (HSIC) on September 30, 2024 <sup>p. 65</sup>.
* Skyward Specialty borrowed ''$57.0 million'' from HSIC under the Promissory Note <sup>p. 65</sup>.
* ''Interest'' on the Promissory Note is payable monthly at a fixed annual rate of ''4.00%'' <sup>p. 65</sup>.
* ''Principal'' of the Promissory Note is due at the maturity date <sup>p. 65</sup>.
* There are ''no prepayment penalties'' and ''no collateral'' for the Promissory Note <sup>p. 65</sup>.
* During the year ended December 31, 2024, Skyward Specialty provided funds for a new subsidiary, ''Skyward Specialty No. 1 Limited Company'', a UK company authorized as a Lloyd’s corporate member to invest in Lloyd’s syndicates <sup>p. 65</sup>.
* The ''fair value'' of the Promissory Note was determined using the income approach with observable inputs <sup>p. 65</sup>.
* The Promissory Note is classified in ''Level 2'' of the fair value hierarchy <sup>p. 65</sup>.
* Other financial instruments are exempt from fair value disclosure requirements as they qualify as ''insurance-related products'' <sup>p. 65</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="2" style="text-align:center" | 2025
! colspan="2" style="text-align:center" | 2024
|-
! style="text-align:left" | ($ in thousands)
! style="text-align:center" | Carrying Value
! style="text-align:center" | Fair Value
! style="text-align:center" | Carrying Value
! style="text-align:center" | Fair Value
|-
! style="text-align:left" | Notes payable
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | —
|-
| style="text-align:left" | Promissory Note
| style="text-align:right" | 57,000
| style="text-align:right" | 57,401
| style="text-align:right" | 57,000
| style="text-align:right" | 56,300
|}
</div>
'''SKYWARD SPECIALTY INSURANCE GROUP, INC. AND SUBSIDIARIES'''
* ''Reinsurance'' is used to reduce the maximum net loss potential arising from large risks and to provide greater diversification of risks <sup>p. 66</sup>.
* The company's ''reinsurance program'' is designed to protect against catastrophic losses and to increase underwriting capacity <sup>p. 66</sup>.
* ''Reinsurance agreements'' do not relieve the company of its primary obligation to policyholders <sup>p. 66</sup>.
* The company remains ''liable to policyholders'' for the portion reinsured if the reinsurer fails to meet its obligations <sup>p. 66</sup>.
* The company evaluates the ''financial condition of its reinsurers'' and monitors concentrations of credit risk to minimize exposure to significant losses from reinsurer insolvencies <sup>p. 66</sup>.
* ''Reinsurance recoverables'' are reported net of an allowance for uncollectible amounts <sup>p. 66</sup>.
* The company's ''reinsurance recoverables'' were USD 10.0 million and USD 10.0 million as of December 31, 2023 and 2022, respectively <sup>p. 66</sup>.
* The ''allowance for uncollectible reinsurance'' was USD 0.0 million and USD 0.0 million as of December 31, 2023 and 2022, respectively <sup>p. 66</sup>.
* ''Reinsurance premiums ceded'' were USD 10.0 million, USD 10.0 million, and USD 10.0 million for the years ended December 31, 2023, 2022, and 2021, respectively <sup>p. 66</sup>.
* ''Reinsurance recoveries'' were USD 10.0 million, USD 10.0 million, and USD 10.0 million for the years ended December 31, 2023, 2022, and 2021, respectively <sup>p. 66</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" |
! colspan="6" style="text-align:center" | Years Ended December 31,
|-
! style="text-align:left" |
! colspan="2" style="text-align:center" | 2025
! colspan="2" style="text-align:center" | 2024
! colspan="2" style="text-align:center" | 2023
|-
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | Accident & Health
! class="col-s" style="text-align:right" | Property & Casualty
! class="col-s" style="text-align:right" | Accident & Health
! class="col-s" style="text-align:right" | Property & Casualty
! class="col-s" style="text-align:right" | Accident & Health
! class="col-s" style="text-align:right" | Property & Casualty
|-
| style="text-align:left" | Gross amount
| style="text-align:right" | 254,102
| style="text-align:right" | 1,430,309
| style="text-align:right" | 173,073
| style="text-align:right" | 1,285,564
| style="text-align:right" | 151,702
| style="text-align:right" | 1,089,478
|-
| style="text-align:left" | Ceded to other companies
| style="text-align:right" | ( 143,811 )
| style="text-align:right" | ( 616,193 )
| style="text-align:right" | ( 86,503 )
| style="text-align:right" | ( 533,151 )
| style="text-align:right" | ( 79,091 )
| style="text-align:right" | ( 470,047 )
|-
| style="text-align:left" | Assumed from other companies
| style="text-align:right" | —
| style="text-align:right" | 481,825
| style="text-align:right" | —
| style="text-align:right" | 284,595
| style="text-align:right" | —
| style="text-align:right" | 218,649
|-
| style="text-align:left" | Net amount
| style="text-align:right" | 110,291
| style="text-align:right" | 1,295,941
| style="text-align:right" | 86,570
| style="text-align:right" | 1,037,008
| style="text-align:right" | 72,611
| style="text-align:right" | 838,080
|-
| style="text-align:left" | Percentage of amount assumed to net
| style="text-align:right" | —%
| style="text-align:right" | 37.2%
| style="text-align:right" | —%
| style="text-align:right" | 27.4%
| style="text-align:right" | —%
| style="text-align:right" | 26.1%
|}
</div>
'''SKYWARD SPECIALTY INSURANCE GROUP, INC. AND SUBSIDIARIES'''
* ''Valuation and Qualifying Accounts'' for the years ended December 31, 2023, 2022, and 2021 are presented in Schedule V <sup>p. 67</sup>.
* ''Allowance for credit losses'' balance at January 1, 2021, was USD 1,000 <sup>p. 67</sup>.
* ''Additions charged to costs and expenses'' for the allowance for credit losses were USD 0 in 2021 <sup>p. 67</sup>.
* ''Deductions'' from the allowance for credit losses were USD 0 in 2021 <sup>p. 67</sup>.
* ''Allowance for credit losses'' balance at December 31, 2021, was USD 1,000 <sup>p. 67</sup>.
* ''Allowance for credit losses'' balance at January 1, 2022, was USD 1,000 <sup>p. 67</sup>.
* ''Additions charged to costs and expenses'' for the allowance for credit losses were USD 0 in 2022 <sup>p. 67</sup>.
* ''Deductions'' from the allowance for credit losses were USD 0 in 2022 <sup>p. 67</sup>.
* ''Allowance for credit losses'' balance at December 31, 2022, was USD 1,000 <sup>p. 67</sup>.
* ''Allowance for credit losses'' balance at January 1, 2023, was USD 1,000 <sup>p. 67</sup>.
* ''Additions charged to costs and expenses'' for the allowance for credit losses were USD 0 in 2023 <sup>p. 67</sup>.
* ''Deductions'' from the allowance for credit losses were USD 0 in 2023 <sup>p. 67</sup>.
* ''Allowance for credit losses'' balance at December 31, 2023, was USD 1,000 <sup>p. 67</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
! style="text-align:left" | ($ in thousands)
! style="text-align:center" | Valuation Allowance For Deferred Tax Assets
! style="text-align:center" | Allowance for Uncollectible Reinsurance Recoverable
! style="text-align:center" | Allowance for Uncollectible Premiums Receivable
|-
! style="text-align:left" | Balance at January 1, 2023
! class="col-s" style="text-align:right" | 586
! class="col-s" style="text-align:right" | —
! class="col-s" style="text-align:right" | 629
|-
| style="text-align:left" | Cumulative effect of adoption of ASU 2016-13 at January 1, 2023
| style="text-align:right" | —
| style="text-align:right" | 2,295
| style="text-align:right" | —
|-
| style="text-align:left" | Charged to costs and expenses
| style="text-align:right" | —
| style="text-align:right" | —
| style="text-align:right" | 748
|-
| style="text-align:left" | Amounts written off
| style="text-align:right" | —
| style="text-align:right" | —
| style="text-align:right" | ( 513 )
|-
| style="text-align:left" | Recoveries of amounts previously written off
| style="text-align:right" | —
| style="text-align:right" | —
| style="text-align:right" | 100
|-
| style="text-align:left" | Balance at December 31, 2023
| style="text-align:right" | 586
| style="text-align:right" | 2,295
| style="text-align:right" | 964
|-
| style="text-align:left" | Charged to costs and expenses
| style="text-align:right" | —
| style="text-align:right" | 13,585
| style="text-align:right" | 3,235
|-
| style="text-align:left" | Amounts written off
| style="text-align:right" | —
| style="text-align:right" | ( 13,585 )
| style="text-align:right" | ( 1,895 )
|-
| style="text-align:left" | Recoveries of amounts previously written off
| style="text-align:right" | —
| style="text-align:right" | —
| style="text-align:right" | 128
|-
| style="text-align:left" | Balance at December 31, 2024
| style="text-align:right" | 586
| style="text-align:right" | 2,295
| style="text-align:right" | 2,432
|-
| style="text-align:left" | Charged to costs and expenses
| style="text-align:right" | 68
| style="text-align:right" | —
| style="text-align:right" | 2,351
|-
| style="text-align:left" | Amounts written off
| style="text-align:right" | —
| style="text-align:right" | —
| style="text-align:right" | ( 2,141 )
|-
| style="text-align:left" | Recoveries of amounts previously written off
| style="text-align:right" | —
| style="text-align:right" | —
| style="text-align:right" | 498
|-
| style="text-align:left" | Balance at December 31, 2025
| style="text-align:right" | 654
| style="text-align:right" | 2,295
| style="text-align:right" | 3,140
|}
</div>
'''SKYWARD SPECIALTY INSURANCE GROUP, INC. AND SUBSIDIARIES'''
* ''Supplemental Information Concerning Property-Casualty Insurance Operations'' is presented in Schedule VI <sup>p. 68</sup>.
<div style="overflow-x:auto">
{| class="wikitable fintable"
|+ (1){{footnote|1=Amount is presented net of reinsurance.}} (2){{footnote|1=Amount does not include gain on retroactive reinsurance which is included in losses and loss adjustment expenses presented on the Consolidated Statements of Operations.}}
! style="text-align:left" |
! colspan="3" style="text-align:center" | As of and Years Ended December 31,
|-
! style="text-align:left" | ($ in thousands)
! class="col-s" style="text-align:right" | 2025
! class="col-s" style="text-align:right" | 2024
! class="col-s" style="text-align:right" | 2023
|-
| style="text-align:left" | Deferred policy acquisition costs
| style="text-align:right" | 136,100
| style="text-align:right" | 113,183
| style="text-align:right" | 91,955
|-
| style="text-align:left" | Reserve for losses and loss adjustment expenses
| style="text-align:right" | 2,318,894
| style="text-align:right" | 1,782,383
| style="text-align:right" | 1,314,501
|-
| style="text-align:left" | Unearned premiums
| style="text-align:right" | 774,035
| style="text-align:right" | 637,185
| style="text-align:right" | 552,532
|-
| style="text-align:left" | Net earned premium (1)
| style="text-align:right" | 1,304,505
| style="text-align:right" | 1,056,722
| style="text-align:right" | 829,143
|-
| style="text-align:left" | Net investment income
| style="text-align:right" | 83,619
| style="text-align:right" | 80,686
| style="text-align:right" | 40,322
|-
| style="text-align:left" | Losses and loss adjustment expenses (current year) (1)
| style="text-align:right" | 810,375
| style="text-align:right" | 657,783
| style="text-align:right" | 516,664
|-
| style="text-align:left" | Losses and loss adjustment expenses (prior years) (1)(2)
| style="text-align:right" | ( 7,471 )
| style="text-align:right" | 25,728
| style="text-align:right" | —
|-
| style="text-align:left" | Amortization of policy acquisition costs (1)
| style="text-align:right" | 195,422
| style="text-align:right" | 149,975
| style="text-align:right" | 108,514
|-
| style="text-align:left" | Paid claims and claim adjustment expenses (1)
| style="text-align:right" | 516,712
| style="text-align:right" | 430,991
| style="text-align:right" | 363,418
|-
| style="text-align:left" | Net premiums written (1)
| style="text-align:right" | 1,406,232
| style="text-align:right" | 1,123,578
| style="text-align:right" | 910,691
|-
| style="text-align:left" | Ceded unearned premium
| style="text-align:right" | 238,948
| style="text-align:right" | 203,901
| style="text-align:right" | 186,121
|-
| style="text-align:left" | Deferred ceding commission
| style="text-align:right" | 46,453
| style="text-align:right" | 40,434
| style="text-align:right" | 37,057
|}
</div>
'''SIGNATURES'''
* This report was signed pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 <sup>p. 69</sup>.
* The registrant duly caused this report to be signed on its behalf by the undersigned, who is duly authorized <sup>p. 69</sup>.
* This report has been signed by the indicated persons on behalf of the Registrant, in the specified capacities and on the dates indicated, as per the requirements of the Securities Exchange Act of 1934 <sup>p. 69</sup>.
<div style="overflow-x:auto">
{| class="wikitable"
! style="text-align:left" | —
! class="col-s" style="text-align:right" | Skyward Specialty Insurance Group, Inc.
|-
| style="text-align:left" | Dated: March 2, 2026
| class="col-s" style="text-align:right" | /s/ Andrew Robinson
|-
| style="text-align:left" | —
| class="col-s" style="text-align:right" | Andrew Robinson Chairman and Chief Executive Officer
|}
</div>
<div style="overflow-x:auto">
{| class="wikitable"
! style="text-align:left" | Signature
! class="col-m" style="text-align:right" | Title
! class="col-m" style="text-align:right" | Date
|-
| style="text-align:left" | /s/ Andrew Robinson
| class="col-m" style="text-align:right" | Chairman and Chief Executive Officer
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | Andrew Robinson
| class="col-m" style="text-align:right" | (Principal Executive Officer)
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | /s/ Mark Haushill
| class="col-m" style="text-align:right" | Chief Financial Officer
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | Mark Haushill
| class="col-m" style="text-align:right" | (Principal Financial and Accounting Officer)
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | /s/ Gena Ashe
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | Gena Ashe
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | /s/ Robert Creager
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | Robert Creager
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | /s/ Marcia Dall
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | Marcia Dall
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | /s/ James Hays
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | James Hays
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | /s/ Anthony J. Kuczinski
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | Anthony J. Kuczinski
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | /s/ Michael Morrissey
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | Michael Morrissey
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | /s/ Christopher L. Peirce
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | Christopher L. Peirce
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | /s/ Katharine Terry
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|-
| style="text-align:left" | Katharine Terry
| class="col-m" style="text-align:right" | Director
| class="col-m" style="text-align:right" | March 2, 2026
|}
</div>
| |||