Skyward/2025/FY/Annual report: Difference between revisions

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| language = English
| source_url = https://www.sec.gov/Archives/edgar/data/1519449/000151944926000015/0001519449-26-000015-index.htm
| archive_filesummary_md = File:Skyward<!-2025-FY ARCHIVE_MD_LINK_HERE --Annual_report.md>
| 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.
| wide = yes
}}
 
''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.''
 
====== Cover ======
{{Indexing|Cover|Document type, period end date, fiscal year end date, entity file number, entity registrant name, entity incorporation state or country code|kind=table|order=1}}
 
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====== Audit Information ======
{{Indexing|Audit Information|Auditor name, auditor location, auditor firm ID|x856lnzuq2|kind=table|order=2}}
 
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== Business ==
 
====== Who We Are ======
{{Indexing|Who We Are|Skyward Specialty, Houston International Insurance Group, commercial insurance products, non-admitted and admitted basis, specialty reinsurance|2ku0sqq9xf|lht8rybaqk|kind=prose|order=3|f1=Year founded|v1=2006|f2=Founding legal form|v2=Delaware corporation|f3=Former name(s)|v3=Houston International Insurance Group, Ltd.|f4=Major acquisitions|v4=Apollo Group Holdings Limited|f5=Primary segments|v5=Commercial insurance products|f6=Principal lines|v6=General liability, excess liability, professional liability, commercial auto, group accident and health, property, agriculture, credit, surety, workers’ compensation}}
 
* 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 rebrandingre-branding as Skyward Specialty in November 2020 <sup>p. 1</sup>.
* The terms "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>.
* Skyward Specialty is a growing specialty insurance company providing commercial insurance products and solutions on a non-admitted (E&S) and admitted basis, primarily in the United States <sup>p. 1</sup>.
* Skyward Specialty is a growing specialty insurance company providing commercial insurance products and solutions primarily in the United States <sup>p. 1</sup>.
* The company focuses on underserved, dislocated, or inadequately covered markets where standard insurance coverages are insufficient <sup>p. 1</sup>.
* Products are delivered on both a non-admitted (E&S) and admitted basis <sup>p. 1</sup>.
* The company focuses on underserved, dislocated markets, 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>.
* The company develops and delivers tailored insurance products and services for each niche market served <sup>p. 1</sup>.
* The portfolio of insured risks is highly diversified across industries, distribution channels, and lines of business <sup>p. 1</sup>.
* ''Lines of business'' include general liability, excess liability, professional liability (including cyber and media liability insurance), commercial auto, group accident and health, property, agriculture, credit, surety, and workers’ compensation <sup>p. 1</sup>.
* The company insures both short and medium duration liabilities <sup>p. 1</sup>.
* The business mix is principally primary insurance and, 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 costs <sup>p. 1</sup>.
* This diversificationDiversification, including businesses not typically aligned with traditional P&C pricing cycles, combined with underwriting and claims expertise, aims to consistently produce strongconsistent 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>.
* The leadership is supported by an experienced team with broad skill sets aligned with the company's strategy <sup>p. 1</sup>.
* High-quality leadership, underwriting and claims teams, technology DNA, advanced analytics capabilities, diversified book of business, and strong competitive position in chosen market niches are believed to position the company for continued profitable growth <sup>p. 1</sup>.
* The company aims to deliver long-term value for shareholders by generating best-in-class underwriting profitability and book value per share growth across P&C market cycles <sup>p. 1</sup>.
* All insurance company subsidiaries are group rated and have financial strength ratings of "A" (Excellent) from A.M. Best Company, with a stable outlook <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 ======
{{Indexing|Apollo Acquisition|Apollo Group Holdings Limited, Apollo Majority SPAs, Apollo Minority SPAs, Syndicate 1969, Syndicate 1971|c5r2rmwxo6|kind=prose|order=4|f1=Acquisition target|v1=Apollo Group Holdings Limited|f2=Acquisition closing date|v2=January 1, 2026|f3=Acquisition consideration|v3=Common stock, cash}}
 
* On September 2, 2025, the company entered into two share purchase agreements (the "Apollo Majority SPAs") with institutional and management shareholders (the "Majority Sellers") of Apollo Group Holdings Limited ("Apollo") (the "Majority Sellers") <sup>p. 2</sup>.
* Pursuant to the Apollo Majority SPAs, the company agreed to acquire all issued shares of Apollo held by the Majority Sellers, representing approximately 87% of Apollo's issued share capital <sup>p. 2</sup>.
* Closing of the transaction ("Closing") was conditioned upon the company acquiring 100% of Apollo's issued share capital (the “Acquisition”) at Closing through additional short-form share purchase agreements (the "Apollo Minority SPAs") with the remaining minority shareholders (the "Minority Sellers") <sup>p. 2</sup>.
* The Apollo Minority SPAs and Apollo Majority SPAs are collectively referred to as the "Apollo SPAs" <sup>p. 2</sup>.
* The Acquisition closed on January 1, 2026 <sup>p. 2</sup>.
* The consideration for the transaction was satisfied by issuing common stock of the Company to certain sellers and the remainder in cash <sup>p. 2</sup>.
* Apollo is a leading U.S.-centric specialty underwriting platform operating at Lloyd’s of London, characterized by low volatility, high growth, and a capital-light business model <sup>p. 2</sup>.
* Apollo's grossbusiness writtenmodel premiumis hascharacterized grownby consistentlylow sincevolatility, itshigh formationgrowth, inand 2010capital efficiency <sup>p. 2</sup>.
* 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 provides aan innovative platform liability product for the digital and sharing economy <sup>p. 2</sup>.
* Apollo provides capital to syndicates 1969 and 1971 in exchange 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 for beingas the managing agent tofor its own syndicates and tofor innovative third-party syndicates (platform partners) <sup>p. 2</sup>.
* The acquisition aligns with Skyward Specialty’s strategy by introducingbringing new specialty niches, a distinctive new economy offering, accelerating innovation, and adding Apollo’s advanced technology capabilities <sup>p. 2</sup>.
* David Ibeson will continue as CEO of Apollo, leading Apollo'sits growth as a subsidiary of Skyward Specialty, along with Apollo’s management team <sup>p. 2</sup>.
 
====== Our Business and Our Strategy ======
{{Indexing|Our Business and Our Strategy|Underwriting divisions, Accident & Health, A&H captives program, Agriculture and Credit (Re)insurance, Global agriculture book, Mortgage portfolio, Credit portfolio|1ut79wn2dy|lht8rybaqk|kind=prose|order=5|f1=Number of segments|v1=1|f2=Reportable segments|v2=One reportable segment|f3=Gross written premiums admitted|v3=41%|f4=Gross written premiums non-admitted|v4=59%}}
 
* The company operates with one reportable segment, offering a broad range of insurance coverages across various market niches <sup>p. 3</sup>.
* Nine distinct underwriting divisions exist, each with dedicated leadership and technical staff experienced in their niches <sup>p. 3</sup>.
* This structure aims to effectively serve customerscustomer needs, partner with distributors, and achieve attractive risk-adjusted returns <sup>p. 3</sup>.
* For the year ended December 31, 2025, ''gross written premiums'' were 41% admitted and 59% non-admitted <sup>p. 3</sup>.
* ''Accident & Health (A&H)'' underwriting division provides medical stop loss to self-insured employers and covers group and single-employer captives <sup>p. 3</sup>.
* ''A&H captives program'' offers tailored medical stop-loss and reinsurance solutions with dedicated underwriting and claims oversight <sup>p. 3</sup>.
* The A&H division targets small and medium-sized enterprises seeking to control healthcare costs bythrough self-insuringinsurance <sup>p. 3</sup>.
* A&H products are written on an admitted basis and distributed throughvia retail and wholesale brokers <sup>p. 3</sup>.
* ''Agriculture and Credit (Re)insurance'' underwriting division provides specialty risk-transfer solutions across a global portfolioglobally <sup>p. 3</sup>.
* This division's portfolio includesspans agriculture, dairy and livestock revenue protection, and mortgage and credit product lines <sup>p. 3</sup>.
* The divisionIt supports insurers, MGAs, and other risk originators with tailored treaty protection using proportional and excess of loss structures <sup>p. 3</sup>.
* The ''Globalglobal agriculture book'' covers weather and, natural peril volatility, production, and other production/yield risks, helping toclients manage catastrophe exposure and seasonal earnings variability <sup>p. 3</sup>.
* The ''Mortgagemortgage portfolio'' supports government-sponsored entities and private mortgage insurers against default and loss severity volatility due to macroeconomic stress, structured to manage tail risk <sup>p. 3</sup>.
* The ''Creditcredit portfolio'' protects against losses from default risk for single obligors and multi-buyer trade credit across diverse regions and industries <sup>p. 3</sup>.
* The ''Dairydairy and livestock business'' provides producers withoffers revenue protection against price volatility in milk, cattle, and hog markets <sup>p. 3</sup>.
* Derivative instruments, primarily put options and futures, are used to mitigate commodity price risk related to cattle, hog, and milk prices <sup>p. 3</sup>.
* These instruments are used solely for managing adverse price movements, with positions adjusted throughoutbased on market conditions and therisk yearprofile <sup>p. 3</sup>.
* For more information on derivatives, refer to Note 8, “Derivatives” in the consolidated financial statements in Item 8 of Form 10-K <sup>p. 3</sup>.
* ''Captives'' underwriting division offers group captive solutions by leveraging underwriting and claims expertise from other divisions <sup>p. 3</sup>.
* ''Captives'' underwriting division provides group captive solutions by leveraging underwriting and claims expertise from other divisions <sup>p. 3</sup>.
* This division writes property, general liability, commercial auto, excess liability, and workers’ compensation on E&S and admitted bases <sup>p. 3</sup>.
* Business is often administered through partnerships with third-party captive managers <sup>p. 3</sup>.
* ''Construction & Energy Solutions'' underwriting division focuses on high-severity exposures, withoffering tailored multi-line solutions including general liability, excess liability, commercial auto, and workers’ compensation <sup>p. 3</sup>.
* Solutions include general liability, excess liability, commercial auto, and workers’ compensation <sup>p. 3</sup>.
* Products are distributed through retail agents, brokers, and a select network of wholesalers <sup>p. 3</sup>.
* ''Global Property'' underwriting division provides comprehensive property insurance and reinsurance solutions for commercial clients worldwide <sup>p. 3</sup>.
* Offerings protect against physical loss or damage to assets from natural catastrophes and other insured perils <sup>p. 3</sup>.
* ''Professional Lines'' underwriting division includes three units: management liability, professional liability (including cyber), and allied health (including life sciences) <sup>p. 3</sup>.
* Management/Professional liability and allied health provide primary and excess claims-made liability products on E&S and admitted bases <sup>p. 3</sup>.
* TheseDistribution productsfor areProfessional offeredLines onis E&Sthrough wholesale and admittedretail basesbrokers, distributeddepending throughon wholesalethe and retail brokersproduct <sup>p. 3</sup>.
* ''Specialty Programs'' underwriting division partners with program administrators focused on specific markets <sup>p. 3</sup>.
* This partnership model is used towhen participateprogram profitablyadministrators orhave extenda reachcompetitive inadvantage certain(scale markets,or leveragingproprietary administrators'technology) competitivethat advantageswould likebe scaledifficult orfor proprietarythe technologycompany to replicate <sup>p. 3</sup>.
* Specialty Programs writes property, general liability, commercial auto liability, excess liability, and workers’ compensation on E&S and admitted bases <sup>p. 3</sup>.
* ''Surety'' underwriting division provides contract, commercial, and transactional surety solutions <sup>p. 3</sup>.
* FocusThe focus is 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>.
* ThisSurety business is written on an admitted basis and distributed through retail agents and brokers <sup>p. 3</sup>.
* ''Transactional E&S'' underwriting division provides primary and excess non-catastrophe prone property and general liability solutions <sup>p. 3</sup>.
* EmphasisThis isdivision onemphasizes risks considered hard- to-place risksplace due to complexity, loss history, or limited operating history (e.g., startups) <sup>p. 3</sup>.
* Success in this market relies on technical underwriting, thoughtful coverage, pricing, and high-quality broker service <sup>p. 3</sup>.
* AccessMarket toaccess thefor marketTransactional in this divisionE&S is exclusively through wholesale brokers <sup>p. 3</sup>.
* The company has "exited business" units and lines that were previously exited and placed into run-off <sup>p. 3</sup>.
* The company's strategy is to lead in chosen market niches and establish sustainable, competitive positions <sup>p. 3</sup>.
Line 328 ⟶ 333:
** Empowering underwriting and claims teams with decision-making authority <sup>p. 3</sup>.
** Fostering a culture of nimbleness and responsiveness to market opportunities <sup>p. 3</sup>.
* This strategy is referred to as "Rule“Rule Our Niche"Niche” and aims to build a strong defensible market position and competitive moat <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 ======
{{Indexing|Our Competitive Strengths|Commercial lines P&C markets, specialty and standard insurers, program administrators, underwriting divisions, claims professionals|c6zoq3weio|8c6rwjjmzf|kind=prose|order=6|f1=Competitive advantages|v1=Technical underwriting, claims management, data and predictive analytics, experienced underwriting teams, specialized claims professionals}}
 
* The company focuses on profitable niches in the market that require technical underwriting and claims management, which act as barriers to entry <sup>p. 4</sup>.
* The selectedcompany nichetargets areasunderserved, withindislocated, or complex commercial lines P&C markets arewhere consideredstandard attractiveproducts for generating risk-adjustedare returnsinsufficient <sup>p. 4</sup>.
* TheRisks companyin targets underserved, dislocatedcore markets orrequire those whereefficient, standardindividual productsunderwriting areto insufficientgenerate forsustainable customerunderwriting needsprofit <sup>p. 4</sup>.
* The company builds underwriting divisions around deeply experienced underwriters empowered with appropriate authority <sup>p. 4</sup>.
* Risks in core markets require efficient, individual underwriting to achieve sustainable underwriting profit <sup>p. 4</sup>.
* The company builds underwriting divisions with deeply experienced underwriters who have appropriate authority for decision-making <sup>p. 4</sup>.
* This structure allows for innovative products and solutions for distribution partners and customers, even for challenging risks <sup>p. 4</sup>.
* Underwriters' experience is augmented with data and predictive analytics to differentiate risk selection and pricing while enhancing efficiency <sup>p. 4</sup>.
* The company hires and retains underwriting and technical staff for their expertise and experience <sup>p. 4</sup>.
* Underwriting teams are knowledgeable, experienced, and empowered, which is crucialcritical for operatingcomplex, in markets withnon-automatable risks difficult to automate <sup>p. 4</sup>.
* The company avoids strict underwriting rules, allowingallows professionals freedom to use their expertise and judgment in evaluating and pricing risks, rather than imposing strict underwriting rules <sup>p. 4</sup>.
* The company has a specialized team of claims professionals knowledgeable inabout thetheir niches and lines of business served <sup>p. 4</sup>.
* Claims professionals address first-party claims with fair solutions and third-party claims with comprehensive responses, aiming for consistent and early loss recognition of indemnity and loss adjustment expenses (LAE) <sup>p. 4</sup>.
* The company responds quickly to claims with specialized adjusters using expertise, advanced technology, and analytics <sup>p. 4</sup>.
* Technology is deeply embedded in the claims process, from first notice of loss to investigation and settlement <sup>p. 4</sup>.
* Analytics capabilities provide senior leadership and claims teams with real-time, detailed information on open claims and benchmarks against closed claims for senior leadership and claims teams <sup>p. 4</sup>.
* SkyBI, the company's business intelligence platform, provides real-time intelligence for superior decision-making to senior leadership and technical teams for decision-making <sup>p. 4</sup>.
* SkyBI incorporatesreflects best practices learned from the management team's experience in P&C insurance and technology sectors <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>.
* SkyBI provides information and performance metrics across the company in aan easy-to-consume visualized format <sup>p. 4</sup>.
* Data in SkyBI can be filtered by categories such as distributor, customer segment, line of business, industry, individual underwriter, and specific risk feature <sup>p. 4</sup>.
* The company believes thatevery underwriting and claims decision can be augmented with new types of risk data and advanced technology can augment underwriting and claims decisions <sup>p. 4</sup>.
* Underwriting decisions are supportedbacked by historical data and in-depth risk evaluation from intentional investment in data collection and processing capabilities <sup>p. 4</sup>.
* Underwriting and claims capabilities are amplified by combining historical data with new forms of risk data and predictive analytics <sup>p. 4</sup>.
* GenerativeThe artificialcompany intelligenceutilizes isgenerative usedartificial intelligence in underwriting and claims handling to enhanceaid effectiveness and efficiency, while still relying on employee expertise <sup>p. 4</sup>.
* The company has built a diversified group of underwriting divisions across multiple product lines, industries, geographies, and distribution channels <sup>p. 4</sup>.
* ThisThe diversificationdiversified business includes businessoperations not typically aligned with traditional P&C cycles <sup>p. 4</sup>.
* The company aims to evolve with and adapt to the market by, growing certain lines in favorablewhen conditions are favorable and limiting exposure inwhen conditions are less favorable conditions <sup>p. 4</sup>.
* The diversity of the book allows the company to respond to and capitalize on market opportunities and dislocations across insurance market and pricing cycles <sup>p. 4</sup>.
* The company has a distinctive winning culture, evidenced by internal surveys, public information (Glassdoor, LinkedIn), and selection as a "Best Places to Work in Insurance" <sup>p. 4</sup>.
* TheKey cultureto andthe operatingculture approach featureis a flat structure of communication and decision-making structure <sup>p. 4</sup>.
* Staff are trusted to make decisions that achieveproduce or exceed desired financial results and are supported by a clear system of performance measurement system <sup>p. 4</sup>.
* The company adopted a hybrid work schedule, offeringproviding flexibilityemployees forwith remote working flexibility <sup>p. 4</sup>.
* The company maintains an entrepreneurial environment that encourages and rewards a proactive approach to capitalize on market disruption <sup>p. 4</sup>.
* The leadership team is experienced, innovative, and entrepreneurial, with a track record of success in senior management roles at industry-leading P&C companies and in building new businesses <sup>p. 4</sup>.
* This environment aligns with the company's identity as a specialty insurer and supports attracting talent and delivering best-in-class results <sup>p. 4</sup>.
* The leadership team, is led by Chairman and CEO, Andrew Robinson, is experienced, innovative, and entrepreneurial <sup>p. 4</sup>.
* The executiveSenior leadership teamcompensation hasis astructured trackto recordalign ofwith successshareholders, inwith seniora managementmaterial rolesportion atin industrylong-leadingterm P&Cand companiesshort-term andincentives intied to delivering buildingsustainable newunderwriting businessesreturns <sup>p. 4</sup>.
* SeniorExecutive leadership compensationhas isadditional structuredlong-term incentive targets tied directly to aligngrowth in book value withper shareholdersshare <sup>p. 4</sup>.
* A material portion of each leader's compensation is in long-term and short-term incentives tied to delivering sustainable, best-in-class underwriting returns <sup>p. 4</sup>.
* Executive leadership has additional long-term incentive targets directly tied to growth in book value per share <sup>p. 4</sup>.
 
====== Our Strategy in Action ======
{{Indexing|Our Strategy in Action|Rule Our Niche strategy, underwriting and claims talent, technology DNA, SkyBI, core operating platforms, climate change, supply chain uncertainty, financial inflation, cyber risk, novel health risks, litigation, jury awards, healthcare delivery|8c6rwjjmzf|2264mja9fc|kind=prose|order=7|f1=Strategic priorities|v1=Attracting and retaining talent, leveraging technology, profitably growing existing lines, expanding with new underwriting divisions|f2=Strategy name|v2=Rule Our Niche|f3=Technology platform|v3=SkyBI}}
 
* The company's "Rule Our Niche" strategy aimsguides toall generateactivities best-in-classfrom underwritingrecruiting profitability within its niches and create superior long-term shareholder value through growth in book valueto perclaims shareresolution <sup>p. 5</sup>.
* CoreThe tenetsstrategy ofaims theto "Ruleachieve Ourbest-in-class Niche"underwriting strategyprofitability includewithin attractingniches and retainingcreate bluesuperior long-chipterm underwritingshareholder andvalue claimsthrough talentgrowth toin expand andbook enhancevalue marketper positionshare <sup>p. 5</sup>.
* TheCore companytenets seeksof tothe hire"Rule andOur retainNiche" technicalstrategy underwritinginclude professionalsattracting withand longretaining blue-standingchip industry relationshipsunderwriting and claims professionals with expertise in specific nichestalent <sup>p. 5</sup>.
* TheseThe company seeks to hire technical underwriting professionals with long-standing industry relationships areand claims professionals with expertise in their niches crucialto forensure consistentsteady access to preferred business <sup>p. 5</sup>.
* The company aimsbelieves it is a preferred employer for top talent in the industry and plans to grow its market position by recruiting world-class talent in chosen markets <sup>p. 5</sup>.
* Another core tenet is leveraging technology DNA to differentiate from competitors <sup>p. 5</sup>.
* The company has demonstrated an ability to use new forms of risk data forms and advanced technology in complex, higherhigh-severity risk categories within the specialty P&C insurance market categories <sup>p. 5</sup>.
* SkyBI enablesallows for prompt sensing and quick response to market changes <sup>p. 5</sup>.
* Core operating platforms allowenable efficient entry into new markets without complex orsystem burdensome systemsburdens <sup>p. 5</sup>.
* The company believes its's technological advantage supportsis believed to position it for profitable growth and expansion into additional specialty market niches <sup>p. 5</sup>.
* TheA strategyfurther alsotenet includesis profitably growing existing lines of business and expanding with new underwriting divisions <sup>p. 5</sup>.
* The company is positioned to capitalize on trends impactingaffecting customers in the U.S. and globally, such as increased demand for specialized insurance due to rising and complex risks <sup>p. 5</sup>.
* TheseOne trend is the rising demand for specialized insurance due to increasing and complex risks includefrom climate change/, severe weather, supply chain uncertainty, financial inflation, cyber risk, novel health risks, increased litigation, attorney involvement, jury awards, and healthcare delivery/cost <sup>p. 5</sup>.
* Another notable market trend is the emergence of "micro cycles and micro dislocations" where different P&C insurance market segments experience hardening and softening at varyingdifferent times <sup>p. 5</sup>.
* The company has reactedresponded quickly to these trends by launching new underwriting units (manysome not aligned with P&C cycles), entering underserved markets, partnering on advanced technology, and launching new captive solutions <sup>p. 5</sup>.
* Gross written premium growth and profitability indicate momentum and position the company for continued expansion and growth <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 execution of day-to-day operationsoperational execution across all functional departments (underwriting, product management, claims management) <sup>p. 5</sup>.
* SkyBI provides asenior foundationmanagement forwith seniora managementfoundation to monitor performance, including renewal rates, new business pricing, portfolio performance for underwriters, and claims aging/, reserving practices, and outcomes for adjusters <sup>p. 5</sup>.
* Focus on fundamentals driving underwriting excellence 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 regularly review performance and trends to implement portfolio, pricing, and coverage changes quickly <sup>p. 5</sup>.
* The company aims to use its balance sheet to capture a larger market share <sup>p. 5</sup>.
* The company is committed to maintaining a strong balance sheet, starting with conservative loss reserves and strong capitalization ratios <sup>p. 5</sup>.
* This commitment is considered imperative for maintaining confidence among customers, distribution partners, reinsurers, regulators, rating agencies, and shareholders <sup>p. 5</sup>.
* Claims case reserve practices aim to reserve to the expected ultimate loss within 90 days of the first notice of loss <sup>p. 5</sup>.
* The company's practice is to maintain incurred but not reported reserves (IBNR) that, combined with case reserves, are aboveexceed the actuarial central estimate <sup>p. 5</sup>.
* Loss reserves represent the company's best estimate of ultimate losses <sup>p. 5</sup>.
 
====== Marketing and Distribution ======
{{Indexing|Marketing and Distribution|Marketing and distribution approach, Rule Our Niche strategy, distribution partners, retail agents, wholesale brokers, program administrators, captive managers|la5wuhtx31|kind=prose|order=8|f1=Distribution channels|v1=Retail agents, wholesale brokers, select program administrators, captive managers}}
 
* The company's marketing'Marketing and distribution approach'' mirrors its underwriting strategyapproach and is centrala key facet toof itsthe "Rule Our Niche" strategy <sup>p. 6</sup>.
* ''Underwriting teams'' and the companyCompany maintainhave strong relationships and reputations with distribution partners and strong reputations, facilitatingwhich newhelps establish affiliations with new partners <sup>p. 6</sup>.
* The''Distribution company attributes itspartners'' successare withattracted distribution partners toby deep expertise in niche markets, high-caliber underwriters, a culture of innovation, thoughtful product lineupline-up and design, and responsivespeed and quality of serviceresponsiveness <sup>p. 6</sup>.
* All underwriting''Underwriting divisions'' dedicateinvest significant time and effort to maintainingsustain and expandingexpand distribution partner loyalty and long-term relationships <sup>p. 6</sup>.
* The company tailors its choice''Choice of distribution partners'' is tailored to access specific business, similarthe toCompany how it tailors underwritingseeks to insureds' needswrite <sup>p. 6</sup>.
* ''Products are distributed'' through retail agents, wholesale brokers, select program administrators, and captive managers <sup>p. 6</sup>.
* This distribution''Distribution approach'' enablesallows effective and efficient access to targeted business based on market niche needs and dynamics <sup>p. 6</sup>.
 
====== Underwriting ======
{{Indexing|Underwriting|Underwriting approach, Rule Our Niche strategy, underwriting teams, technology, data analytics, SkyBI, admitted market, E&S market|cos78e4bvi|2264mja9fc|kind=prose|order=9|f1=Underwriting divisions|v1=Nine|f2=Technology platform|v2=SkyBI}}
 
* The company's underwriting approach is centralintegral to its "Rule Our Niche" strategy and market success <sup>p. 7</sup>.
* Within its nine divisions, the company further specializes underwriting teams to focus on specific niches within their respective markets <sup>p. 7</sup>.
* The underwriting approach reliesis built on hiring highly experienced, best-in-class, and diverse teams of technical underwriters with proven track records in specific specialty niche markets <sup>p. 7</sup>.
* Underwriters' skillsskill sets are enhanced with advanced technology and data analytics, and they are empowered withgiven appropriate decision-making authority <sup>p. 7</sup>.
* This approach aimsis forconsidered key to superior risk selection and, pricing, leadingand toachieving sustainable best-in-class underwriting results across market cycles <sup>p. 7</sup>.
* The company augmentsaims to improve underwriting professionals' capabilities usingand newexperience formsusing ofnew data and analytics for risk selection and pricing <sup>p. 7</sup>.
* Underwriting data is captured in the company's business intelligence platform, SkyBI, which serves as a comprehensive data repository for reporting, analytics, and other data capabilities <sup>p. 7</sup>.
* SkyBI serves as a comprehensive data repository for reporting, analytics, and other data capabilities, and is a key tool for senior management and business leaders <sup>p. 7</sup>.
* The company is highly selective in bindingthe policies it binds <sup>p. 7</sup>.
* Underwriters are encouraged to move on quickly from prospective opportunities quickly if they cannot reasonably expect to bind coverage at premium and coverage terms meetingthat meet company standards <sup>p. 7</sup>.
* When accepting risks, the company carefully establishes terms and prices suited to the underlying exposure <sup>p. 7</sup>.
* In the admitted market, the company ensures approved forms and filed rates are appropriate and adequate for accepted risks, while allowing flexibility for specific or /unique exposures <sup>p. 7</sup>.
* In the E&S market, the company uses freedom of rate and form to matchensure risk and coverage toare theappropriate for unique needs and exposures of that market <sup>p. 7</sup>.
* PoliciesThe arecompany craftedendeavors to craft policies that offer affordable and appropriate protection for insureds' exposures, withwhile coveragestructuring structuredcoverage to make potential losses more predictable and claims costs manageable <sup>p. 7</sup>.
* Underwriting teams receive support and collaboration from Claims, Actuarial, Product Management, Legal and Compliance, and Finance departments <sup>p. 7</sup>.
* This collaboration ensures timely analysis and action onthat trends in business, legal and tort developments, and competitor and regulatory actions are analyzed, shared, and acted upon promptly <sup>p. 7</sup>.
* Underwriters are consideredviewed as central to the company, with all support functions incentivized and measured to help 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 leveragecapitalize on market disruptions <sup>p. 7</sup>.
* Underwriting controls and procedures are regularly reviewed to ensure underwriters operate with clear visibility to profitably underwrite in each market served <sup>p. 7</sup>.
 
====== Claims Management ======
{{Indexing|Claims Management|Claims department, advanced analytics, technology, Third Party Administrators (TPAs), independent legal counsel, legal spend management solution, Claims Development Severity Predictor model|drz6uloidk|kind=prose|order=10|f1=Claims handling principles|v1=Prompt investigations, quality claims handling, timely reserve establishment, effective pursuit of contribution and subrogation, fraud detection and prevention, disciplined litigation management|f2=Technology used|v2=Claims Development Severity Predictor model}}
 
* Skyward's claims department operates under six guiding principles: prompt and comprehensive claim investigations using advanced analytics and technology; quality claims handling andservice with customer engagement; timely establishment of reserves based onreflecting best estimates of ultimate loss; 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 claims handling, and best practices to achieve timely and optimal claim outcomes <sup>p. 8</sup>.
* The ultimate goal of the claims department is to achieve 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 specificcertain instances, such as programs, captives, occupational accident, workers' compensation, and runoff claims <sup>p. 8</sup>.
* TPAs are actively managed, overseen, and regularly auditedmonitored to ensure compliance with Skyward's claims handling and reserving guidelines and 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 insureds when warranted, selected based on geographical location and expertise <sup>p. 8</sup>.
* LitigationFor guidelinesliability haveclaims beenagainst developedan forinsured, claimsindependent professionalslegal andcounsel outsideis counselretained tobased ensureon appropriategeographical defenselocation forand insuredsexpertise <sup>p. 8</sup>.
* ALitigation legalguidelines spendhave managementbeen solutiondeveloped isfor usedclaims toprofessionals analyzeand legaloutside invoicescounsel forto adherenceensure toappropriate case handlingdefense and billing practice standards, ensuring reasonable and customary legal costs <sup>p. 8</sup>.
* A legal spend management solution is used to analyze legal invoices for adherence to case handling and billing practice standards <sup>p. 8</sup>.
* Technology is leveraged for efficiencies in claims handling, including a Claims Development Severity Predictor model <sup>p. 8</sup>.
* Technology is leveraged to gain efficiencies in claims handling, including a Claims Development Severity Predictor <sup>p. 8</sup>.
* The Claims Development Severity Predictor identifies claims likely to lead to large loss development, enabling early identification, proactive management, and summarization of development reasons <sup>p. 8</sup>.
* The Claims Development Severity Predictor identifies claims likely to lead to large loss development by training on key phrases, allowing for early identification, proactive management, and summarization <sup>p. 8</sup>.
* This predictive model is integrated into the claims review and management workflow <sup>p. 8</sup>.
* A "quick strike" program has been implemented for commercial auto claims, deployingto experienced investigators and vendorsrespond to accident scenes within two hours, regardless ofclaim locationreports <sup>p. 8</sup>.
* The "quick strike" program assistsdeploys inexperienced evaluatinginvestigators and vendors to accident scenes, ideally within two hours, to evaluate facts and circumstances and resolvingfacilitate quick resolution of third-party claims quicklyif appropriate <sup>p. 8</sup>.
* Claims handlers and managers are organized by line of business to ensure specialized expertise <sup>p. 8</sup>.
* ManagersClaims managers and adjusters collaborate closely with underwriting partners to inform them of legal trends and emerging claims issues, educating underwriters on loss experience for risk selection <sup>p. 8</sup>.
* The goal of this collaboration is to educate underwriters on emerging loss experience to assist in risk selection processes <sup>p. 8</sup>.
 
====== Technology ======
{{Indexing|Technology|Skyward Specialty Insurance Group, SkyBI, predictive analytics technology, AI, core transactional platforms, policy administration, underwriting workbench, billing, claims systems, accident & health, global property, agriculture, credit (re)insurance, surety|2264mja9fc|kind=prose|order=11|f1=Technology platform|v1=SkyBI|f2=Technology type|v2=Predictive analytics technology, AI|f3=Core transactional platforms|v3=Policy administration, underwriting workbench, billing, claims systems}}
 
* ''Technology'' is central to Skywardthe Specialty Insurance Groupcompany's operations and decision-making, aiming forto drive long-term competitive advantagessuccess <sup>p. 9</sup>.
* The company deploys technology to gain competitive advantages in three primary functional areas <sup>p. 9</sup>.
* ''SkyBI'', the business intelligence platform, provides real-time intelligence to senior leadership and technical teams for decision-making <sup>p. 9</sup>.
* ''SkyBI'', incorporatesthe bestcompany's practicesbusiness fromintelligence theplatform, managementprovides team'sreal-time experienceintelligence into P&Csenior insuranceleadership and technologytechnical teams for sectorsdecision-making <sup>p. 9</sup>.
* SkyBI isincorporates abest single,practices comprehensivefrom enterprise-widethe datamanagement repositoryteam's forexperience reporting,in businessthe intelligence,P&C analytics,insurance and advancedtechnology data capabilitiessectors <sup>p. 9</sup>.
* SkyBI serves as a single, comprehensive enterprise-wide data repository for reporting, business intelligence, analytics, and advanced data capabilities <sup>p. 9</sup>.
* SkyBI presents information and performance metrics across the company in a visualized format <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, industry, underwriter, and risk feature <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 objectives and facilitates decision-making <sup>p. 9</sup>.
* ''Predictive analytics technology'' augmentsis used to augment employee capabilities usingdaily, utilizing new risk data and predictiveartificial analytics, including AI,intelligence for risk selection, pricing, and claims handling <sup>p. 9</sup>.
* UnderwritingWithin divisionseach intentionallyunderwriting division, actions are intentional to "Rule Our Niche" through constant innovation tailored to specific divisions/markets <sup>p. 9</sup>.
* The company aims for constant innovation, with actions specific to each division/market served <sup>p. 9</sup>.
* ''Core transactional platforms'', including 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 for accident & health, global property, agriculture, and 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>.
* AdvancedThe use of advanced technology for underwriting and claims, SkyBI, and core operating platforms createcreates a flywheel effect, enabling underwriters to better select risk, claims professionals to adjudicate claims, unit leaders to communicate with partners, and senior leadership to evaluate business trends <sup>p. 9</sup>.
* This flywheel effect 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 with distribution partners, reinsurers, and other third-party partners <sup>p. 9</sup>.
* TheThese companytools facesalso externalenable threatsmore toaccurate, itseffective, informationand technologyefficient systems,communication includingwith systemdistribution failurepartners, data theft attemptsreinsurers, and ransomwareother third-party attackspartners <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>.
** Actively monitoring Cybersecurity and Infrastructure Security Agency’s (“CISA”) cybersecurity directives and taking immediate action on identified vulnerabilities <sup>p. 9</sup>.
** ConductingTwo-factor monthlyauthentication vulnerabilityis scansrequired onfor allaccess network-attached devices atto all locations, with patching as neededsystems <sup>p. 9</sup>.
** RequiringMonthly two-factorsecurity authenticationtraining is provided for systemall accessemployees <sup>p. 9</sup>.
** ConductingEndpoint monthlydetection securityagents trainingare implemented for allthreat detection and employeesresponse <sup>p. 9</sup>.
* Desktop scenarios are performed to practice responses to breaches, involving cybersecurity insurance partners and retained security consultants <sup>p. 9</sup>.
** Implementing endpoint detection agents for threat detection and response <sup>p. 9</sup>.
* Annual penetration testing is conducted <sup>p. 9</sup>.
** Performing desktop scenarios to practice breach responses with cybersecurity insurance partners and retained security consultants <sup>p. 9</sup>.
** Performing annual penetration testing <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 ======
{{Indexing|Reinsurance|Reinsurance, severity events, earnings volatility, quota share reinsurance, excess of loss reinsurance, facultative coverage, property insurance, catastrophe reinsurance|20fueoa3q1|8ihdrbirer|kind=prose|order=12|f1=Reinsurance contract length|v1=One year|f2=Reinsurance renewal frequency|v2=Annually|f3=Reinsurance renewal months|v3=January, June|f4=Reinsurance types|v4=Quota share, excess of loss, facultative|f5=Property insurance GWP|v5=34% as of December 31, 2025}}
 
* TheReinsurance companyis strategically purchases reinsurancepurchased 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>.
* AnnualFactors renewalinfluencing considerationsreinsurance forpurchase reinsurancechanges purchasesat annual renewal include changesplans to change underlying insurance coverage, updated loss activity, capital and surplus levels, changes in risk appetite, and the cost and availability of reinsurance treaties <sup>p. 10</sup>.
* The company purchases quota share, excess of loss, and facultative reinsurance coverage to limit exposure from losses on any one occurrence <sup>p. 10</sup>.
* The mix of reinsurance purchased is based onconsiders efficiency, cost, risk appetite, and specific factors of the underlying risks underwritten <sup>p. 10</sup>.
* ''Quota share reinsurance'' involves athe reinsurer assuming a specified percentage of the ceding company’s losses from a defined class of business class in exchange for a corresponding percentage of premiums, net of a ceding commission <sup>p. 10</sup>.
* ''Excess of loss reinsurance'' involves athe reinsurer assuming all or a portion of the ceding company’s losses for an individual claim or event above a specified amount, in exchange for a negotiated premium, and includesincluding the catastrophe reinsurance program <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>.
* The company actively manages and monitors property writings aggregation by geographic area to limit potential loss aggregation from severe events like hurricanes, convective storms, and earthquakes <sup>p. 10</sup>.
* Catastrophe reinsurance is purchased to further mitigate property loss aggregation duelosses tofrom single or series of events <sup>p. 10</sup>.
* Third-party stochastic and proprietaryinternal deterministic models are used to analyze theaggregation risk of loss aggregation from such events and informfor catastrophe reinsurance purchases <sup>p. 10</sup>.
* These models provide a quantitative view of PML (Probable Maximum Loss) events, which estimate the expectedestimating loss levellevels for a given return period <sup>p. 10</sup>.
* Based on modeling, an event beyond a 1 in 250-year PML would be required to exhaust the company's'property catastrophe coverage'' of $36.0 million property catastrophe coverage'' <sup>p. 10</sup>.
* The company aims to expose no more than 3.0% of stockholders’ equity to a catastrophic loss that is 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>.
* The company seeks to purchase reinsurance from reinsurers rated at least "A“A-" ("Excellent"“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“A-" (Excellent) or better by A.M. Best, or were collateralized <sup>p. 10</sup>.
* TheIf companyreinsurers retainsfail primaryto liabilitypay toclaims, policyholdersthe ifcompany reinsurersretains failprimary liability to pay claimspolicyholders, leadingpotentially toresulting potentialin losses <sup>p. 10</sup>.
* Allowances for uncollectible reinsurance are established due to the risk of reinsurer defaultfailure <sup>p. 10</sup>.
* The ''allowance for uncollectible reinsurance'' was $2.3 million at December 31, 2025, and December 31, 2024 <sup>p. 10</sup>.
 
====== Maximum company retention by line of business ======
{{Indexing|Maximum company retention by line of business|Maximum company retention by line of business: Accident & Health, Commercial Auto, Excess Casualty, General Liability, Ocean Marine, Professional Lines, Property, Representation and Warranty, Surety, Workers’ Compensation|kind=table|order=13}}
 
<div style="overflow-x:auto">
Line 552 ⟶ 558:
(3) 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.
 
====== Reinsurance by company ======
{{Indexing|Reinsurance by company|Reinsurance recoverables, AM Best ratings, eMaxx Capitves, Everest Reinsurance Co., General Reinsurance Corp, Partner Reinsurance Co. of the US, ACE (Chubb Property & Casulty Ins Company), RGA Reinsurance Company, Lloyds Syndicate 4711, Swiss Reinsurance America Corp, Lloyds Syndicate 2987, Aspen Insurance UK Limited|tc5fw176pu|kind=table|order=14}}
 
<div style="overflow-x:auto">
Line 620 ⟶ 626:
(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.
 
====== Enterprise Risk Management ======
{{Indexing|Enterprise Risk Management|Enterprise Risk Management (ERM), underwriting, asset portfolio construction, liability duration, market cyclicality, reinsurance, investment strategy, Economic Capital Model (ECM), risk tolerances, risk register, top 10 risks, operational processes and controls|w8ma8usdpx|d00txlz1as|kind=prose|order=15|f1=ERM oversight|v1=SVP, CFO & Head of ERM - US Operations|f2=ERM Committee|v2=Cross-functional corporate ERM Committee|f3=Risk tolerances review|v3=Annually by ERM Committee, discussed with Risk Committee of the Board of Directors|f4=Top 10 risks review|v4=Quarterly}}
 
* ''Enterprise Risk Management (ERM)'' is embeddedintegrated ininto nearly every aspect of the company and guides day-to-daydaily activities <sup>p. 11</sup>.
* ''The ERM approach'' aims to ensureachieve an acceptable risk-adjusted return for shareholders while maintaining trust and reliability for those served <sup>p. 11</sup>.
* ''UnderwritingThe company is intentional in its underwriting and asset portfolio construction'' are intentional <sup>p. 11</sup>.
* ''LiabilityAn example of ERM application is balancing liability duration and market cyclicality'' of the underwriting portfolio are balanced <sup>p. 11</sup>.
* ''Reinsurance'' is used to manage volatility outside of defined risk tolerances <sup>p. 11</sup>.
* The ''Investmentinvestment strategy'' targetsfocuses on 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>.
* ''EconomicThe Capital Model (ECM)''company formalizes the company'sits view of risk and solvency inusing termsan of''Economic Capital Model (ECM)'' to measure potential economic loss <sup>p. 11</sup>.
* ''The ECM output'' measuresis used to measure potential earnings and capital loss foracross various scenarios <sup>p. 11</sup>.
* These outputs are measured against ''Riskrisk tolerances'' are 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, integratingincorporating potential losses from catastrophes, reserving, underwriting, market, credit risk, strategic, and operational risks <sup>p. 11</sup>.
* ''The SVP, CFO & Head of ERM'', worksin collaboration with the ERM Committee, to reviewreviews and maintainmaintains a ''comprehensive risk register'' with accountabilities for mitigationsmitigation and monitoring <sup>p. 11</sup>.
* The ''Toptop 10 risks'' are identified, quantified by the SVP, CFO & Head of ERM and the ERM Committee, and reviewed quarterly <sup>p. 11</sup>.
* ''Reports'' on topthese risks are submitted to the Risk Committee regularly by the SVP, CFO & Head of ERM and the ERM Committee <sup>p. 11</sup>.
* ''Operational processes and controls'' are constructed to identify, assess, and manage key risks continuously <sup>p. 11</sup>.
* The ''Underwriting Committee'' overseesis responsible for overseeing changes in risk appetite, product line, and division expansion <sup>p. 11</sup>.
* Within ''Claims department'', monitorspractices handlingare practicesmonitored against guidelines viathrough regular internal audits, conducts monthly large loss reviews are conducted, and maintains a watchlist forof potential high severity claims is maintained <sup>p. 11</sup>.
* Within ''Actuarial department'' performs, quarterly reserve studies are performed, and the Reserve Committee meets quarterly to review and respond to trends in loss emergence <sup>p. 11</sup>.
* ''ReserveKey Committee''observations meetsfrom quarterlyActuarial toare reviewdiscussed andwith respondthe to trends in loss emergenceCEO <sup>p. 11</sup>.
* Monthly and quarterly, underwriting divisions assess rate change and retention on existing business, new business quality and pricing adequacy, and loss emergence compared to expectations <sup>p. 11</sup>.
* ''Key observations'' from the Reserve Committee are discussed with the CEO <sup>p. 11</sup>.
* The ''SkyBI platform'' provides real-time portfolio, underwriting, claims, and actuarial analytics to support these processes <sup>p. 11</sup>.
* ''Underwriting divisions'' assess rate change and retention on existing business, new business quality, pricing adequacy, and loss emergence compared to expectations on a monthly and quarterly basis <sup>p. 11</sup>.
* ERM is central to decision-making and daily activities, aiming to achieve market-leading risk-adjusted returns for shareholders and reinforce a culture of accountability, transparency, and sound judgment <sup>p. 11</sup>.
* ''SkyBI platform'' provides real-time portfolio, underwriting, claims, and actuarial analytics <sup>p. 11</sup>.
* ''ERM'' is central to decision-making and daily 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 ======
{{Indexing|Reserves|Reserves, claims incurred and reported, IBNR reserves, uncollectible reinsurance, case reserve, actuarial reserving techniques, loss reserves|rmmhubj8mh|e40m7ou132|kind=prose|order=16|f1=Reserves not discounted|v1=True}}
 
* Reserves are maintained for specific claims incurred and reported, IBNR reserves, and uncollectible reinsurance when appropriate <sup>p. 12</sup>.
* The ultimate liability may differ from current reserves, and there is always 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 cost trend analysis and historical development review <sup>p. 12</sup>.
* Reserves for losses and LAE are not discounted to reflect estimated present value <sup>p. 12</sup>.
* UponWhen a claim reportingis reported, a ''case reserve'' is established for the estimated ultimate payment after assessing coverage, damages, and investigationother investigations <sup>p. 12</sup>.
* Case reserve estimates are based on reserving practices and the claims adjuster's experience and knowledge of the claim's typenature and value <sup>p. 12</sup>.
* Case reserves are revised periodically based on subsequent developments for each claim <sup>p. 12</sup>.
* ''IBNR reserves'' are established forin theaccordance estimatedwith amountindustry ofpractice to cover estimated future loss payments on incurred butclaims not yet reported claims, and for 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 and/or 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>.
* AdditionalFor additional information on loss reserves, is availablerefer into 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 ======
{{Indexing|Investments|Investment portfolio, Enterprise Based Asset Allocation model, Economic Capital Model, investment risk, cash, cash equivalents, investment-grade fixed-maturity securities, Investment Committee of the Board of Directors|966xer0dpm|kind=prose|order=17|f1=Investment allocation strategy|v1=Enterprise Based Asset Allocation model|f2=Investment portfolio composition|v2=Cash, cash equivalents, investment-grade fixed-maturity securities|f3=Investment policy approval|v3=Investment Committee of the Board of Directors}}
 
* The company aims to maintain a balanced investment portfolio primarily consisting of investments that provide predictable and stable returns, complemented by strategic investments for attractive risk-adjusted returns <sup>p. 13</sup>.
* TheAn portfolioEnterprise isBased augmentedAsset byAllocation strategicmodel investmentsis chosenused for attractivethe company's investment risk-adjustedallocation returnsstrategy <sup>p. 13</sup>.
* TheThis model is integrated into the Economic Capital Model, allowing the company to assess the impact of investment allocation strategydecisions useson ancapital, Enterpriseliquidity, Basedand Assetrisk Allocationprofile modelacross various market scenarios <sup>p. 13</sup>.
* This model is integrated into the Economic Capital Model, as discussed in Item 1 (ERM discussion) <sup>p. 13</sup>.
* The model helps understand 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 to insurance regulatory and rating agency frameworks <sup>p. 13</sup>.
* The investment portfolio mainly consists of cash and cash equivalents and investment-grade fixed-maturity securities, with additional investments fitting the company's risk appetite <sup>p. 13</sup>.
* AdditionalThe investmentsInvestment areCommittee includedof ifthe theyBoard fitof Directors reviews and approves the company's riskinvestment policy and appetitestrategy <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 includesmanaged both self-managed investmentsinternally and portfolios managed by selectselected third-party investment management firms <sup>p. 13</sup>.
* For furtherAdditional discussion on investments, includingand related market risks, refercan tobe found in 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 ======
{{Indexing|Competition|Specialty lines property & casualty insurance market, underwriting divisions, specialty insurers, standard insurers, program administrators|c6zoq3weio|kind=prose|order=18|f1=Key competitors|v1=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, AXIS Capital Holdings, Ltd.}}
 
* The specialty lines property & casualty insurance market comprisesincludes numerousmany distinct markets and sub-markets, each with unique customer needs, products, services, and economic/structural features <sup>p. 14</sup>.
* Each market has distinct customer needs, products, services, and specific economic and structural features <sup>p. 14</sup>.
* Competition in underwriting divisions comes from other specialty and standard insurers, as well as program administrators <sup>p. 14</sup>.
* Competition factors include 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 ofcertain 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 ======
{{Indexing|Our Structure|Great Midwest Insurance Company (GMIC), Houston Specialty Company (HSIC), Imperium Insurance Company (IIC), Oklahoma Specialty Insurance Company (OSIC), Skyward Re, Skyward Underwriters Agency, Inc., Skyward Service Company, Skyward Specialty No. 1 Limited Company|cmtswfs0go|kind=prose|order=19|f1=Legal name|v1=Skyward Specialty Insurance Group, Inc.|f2=Holding-company structure|v2=Insurance holding company system|f3=State of incorporation|v3=Delaware}}
 
* Operations are conducted principally through four insurance companies: Great Midwest Insurance Company (GMIC), Houston Specialty Company (HSIC), Imperium Insurance Company (IIC), and Oklahoma Specialty Insurance Company (OSIC) <sup>p. 15</sup>.
* ''Great Midwest Insurance Company (GMIC)'', is the largest insurance subsidiary, underwritesunderwriting 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 current organizational structure <sup>p. 15</sup>.
* This restacking provided the 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 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>.
* ''SkywardSKYWARD SpecialtySPECIALTY InsuranceINSURANCE GroupGROUP, IncINC.'' (Delaware corporation) is the parenttop companyentity <sup>p. 15</sup>.
* SkywardDirect Specialtysubsidiaries Insuranceof Group,SKYWARD Inc.SPECIALTY hasINSURANCE directGROUP, relationshipsINC. withinclude: SkywardSKYWARD ServiceSERVICE CompanyCOMPANY (Delaware corporation), GreatGREAT MidwestMIDWEST InsuranceINSURANCE CompanyCOMPANY (Texas stock insurance company), SkywardSKYWARD UnderwritersUNDERWRITERS AgencyAGENCY, IncINC. (Texas corporation), SkywardSKYWARD SpecialtySPECIALTY NoNO. 1 LimitedLIMITED (United Kingdom company), and SkywardSKYWARD ReRE (Cayman Islands corporation) <sup>p. 15</sup>.
* ''GreatGREAT MidwestMIDWEST InsuranceINSURANCE CompanyCOMPANY'' has(Texas astock directinsurance relationshipcompany) withhas HoustonHOUSTON SpecialtySPECIALTY InsuranceINSURANCE CompanyCOMPANY (Texas stock insurance company) as its direct subsidiary <sup>p. 15</sup>.
* ''HoustonHOUSTON SpecialtySPECIALTY InsuranceINSURANCE CompanyCOMPANY'' has(Texas astock directinsurance relationshipcompany) withhas ImperiumIMPERIUM InsuranceINSURANCE CompanyCOMPANY (Texas stock insurance company) as its direct subsidiary <sup>p. 15</sup>.
* ''ImperiumIMPERIUM InsuranceINSURANCE CompanyCOMPANY'' has(Texas astock directinsurance relationshipcompany) withhas OklahomaOKLAHOMA SpecialtySPECIALTY InsuranceINSURANCE CompanyCOMPANY (Oklahoma insurance corporation) as its direct subsidiary <sup>p. 15</sup>.
 
====== Direct subsidiaries by state ======
{{Indexing|Direct written premiums by state|Direct written premiums by state: Texas, Pennsylvania, Florida, California, New York, Louisiana, Illinois, New Jersey, Georgia, Delaware, All other states and countries|kind=table|order=20}}
 
<div style="overflow-x:auto">
Line 759 ⟶ 758:
[[File:Skyward-2025-FY-Annual report-skwd-20251231_g1.jpg|thumb|Our Structure]]
 
====== Ratings ======
{{Indexing|Ratings|Skyward Specialty Insurance Group, Inc., A.M. Best, insurance companies, policyholders|u6q0bi3ei3|kind=prose|order=21|f1=Financial strength rating|v1=A (Excellent)|f2=Rating outlook|v2=Stable|f3=Rating agencies|v3=A.M. Best}}
 
* ''Skyward Specialty Insurance Group, Inc.'' hasholds an "A" (Excellent) rating with a stable outlook from A.M. Best <sup>p. 16</sup>.
* ''A.M. Best'' rates 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 assigned by A.M. Best <sup>p. 16</sup>.
* ''A.M. Best evaluates a company's evaluation''financial and operating performance by includesreviewing profitability, leverage, liquidity, book of business, reinsurance adequacy, assetand 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 to policyholders <sup>p. 16</sup>.
* ''Ratings''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 ======
{{Indexing|Regulation|Insurance regulatory authorities, state insurance laws and regulations, capital and surplus requirements, licensing, product forms and rates, reserve adequacy, statutory accounting methods, transactions with affiliates, investments, National Association of Insurance Commissioners (NAIC), federal government|1nma8v7gjs|kind=prose|order=22|f1=Primary regulators|v1=State insurance regulatory authorities|f2=Holding company regulation|v2=Texas}}
 
* The company is regulated by insurance regulatory authorities in the states where it conducts business <sup>p. 17</sup>.
* State insurance laws and regulations are primarily designed to protect policyholders, consumers, and claimants, not stockholders or other investors <sup>p. 17</sup>.
* State regulation varies by jurisdiction and typically grants broad administrative power to regulators over matters such as capital and surplus requirements, licensing, product form and rate review, reserve adequacy standards, statutory accounting methods, financial report content, affiliate transactions, and investment types and amounts <sup>p. 17</sup>.
* The nature and extent of state regulation varies by jurisdiction <sup>p. 17</sup>.
* Insurance company regulation is constantly changing due to governmental agency and legislative reactions to perceived issues <sup>p. 17</sup>.
* State insurance regulators have broad administrative power over:
* Some state legislatures have considered or enacted laws that increase state authority to regulate insurance companies and holding company systems to prevent federal involvement <sup>p. 17</sup>.
** Setting capital and surplus requirements <sup>p. 17</sup>.
* The National Association of Insurance Commissioners (NAIC) and some state insurance regulators are re-examining existing laws and regulations, focusing on insurer solvency, interpretations of current laws, and development of new laws <sup>p. 17</sup>.
** Licensing of insurers and insurance producers <sup>p. 17</sup>.
* The federal government does not directly regulate insurance, but federal initiatives can affect the industry through treatment of federal subsidiaries, regulation of quasi-governmental entities, and regulations from federal departments <sup>p. 17</sup>.
** Review and approval of product forms and rates <sup>p. 17</sup>.
** Establishing standards for reserve adequacy <sup>p. 17</sup>.
** Prescribing statutory accounting methods and the form/content of statutory financial reports <sup>p. 17</sup>.
** Regulating certain transactions with affiliates <sup>p. 17</sup>.
** Prescribing types and amounts of investments <sup>p. 17</sup>.
* Insurance company 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 to regulate insurance companies and holding company systems, often as a protection against federal involvement <sup>p. 17</sup>.
* The National Association of Insurance Commissioners (NAIC) and some state insurance regulators are re-examining existing laws and regulations, focusing on insurer solvency, interpretations of laws, and development of new laws <sup>p. 17</sup>.
* The federal government does not directly regulate the business of 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>.
* The company operates as an insurance holding company system <sup>p. 17</sup>.
* The company is subject to insurance holding company laws in Texas, where its primary insurance companies are domiciled, and Oklahoma <sup>p. 17</sup>.
* These statutes require each insurance company in the system to register with the insurance department of its state of domicile's insurance department <sup>p. 17</sup>.
* RegistrationRegistered involvescompanies furnishingmust provide information abouton operations within the holding company system that could materially affect the operations, management, or financial condition of domiciled insurers <sup>p. 17</sup>.
* All transactions among members of a holding company system 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 any material or extraordinary transaction <sup>p. 17</sup>.
 
====== Intellectual Property ======
{{Indexing|Intellectual Property|Trademark registrations, intellectual property protection, trademarks, service marks|nd7yoiixiy|kind=prose|order=23}}
 
* 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 towill pursue additional ''trademark registrations'' and other intellectual property protection if deemed beneficial and cost-effective <sup>p. 18</sup>.
* The company monitors its ''trademarks and service marks'' and protects them from unauthorized use as necessary <sup>p. 18</sup>.
 
====== Employees and Human Capital ======
{{Indexing|Employees and Human Capital|Employees, collective bargaining agreement, diversity, talent, employee benefits, medical, dental, vision insurance, 401(k) plan, paid time off, family leave, employee assistance programs, employee stock purchase plan, employee training and development|v84q3tomll|kind=prose|order=24|f1=Employees|v1=611 as of December 31, 2025|f2=Collective bargaining agreement|v2=None}}
 
* As of ''December 31, 2025Employees'',: theapproximately company611 hadas approximatelyof ''611December employees''31, 2025 <sup>p. 19</sup>.
* Employees are not subject to any collective bargaining agreement, and there are no known current efforts to implement such an agreementone <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, fosteringincluding a culture committed to diversityoutside of thought, background,the andinsurance perspectivesector <sup>p. 19</sup>.
* The company strives to cultivatecreate ana exceptionalculture workforcethat tofosters perpetuatediversity itsof ownershipthought, culturebackground, and achieve superior business resultsperspective <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, and individuals feel respected, treated fairly, and have opportunities to excel <sup>p. 19</sup>.
* The company offers a competitive benefits package to support employee well-being, including medical, dental, and vision insurance, a 401(k) plan, paid time off, family leave, employee assistance programs, and an employee stock purchase plan <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 carriesinvolves 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 in common stock <sup>p. 20</sup>.
* The listeddescribed risks and uncertainties are not exhaustive; additional unstated, unknown, or currently immaterial risks may also affectbecome thesignificant companyfactors <sup>p. 20</sup>.
* TheIf occurrenceany of anythe identified riskrisks could materially harmoccur, 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 price, potentially resulting in a loss of part or all of an investment <sup>p. 20</sup>.
 
====== Summary of Material Risk Factors ======
{{Indexing|Summary of Material Risk Factors|Underwriting risk, competition, distribution channels, third-party reinsurance, loss and loss expense reserves, financial strength rating, coverage interpretation, reinsurer claims, claim payment, adverse economic factors, insurance cyclicality, regulation|w8ma8usdpx|gva2857foa|m0cjxgvmvi|81oaprhocb|nad00g0zfb|kind=prose|order=25}}
 
* ''Financial condition and results of operations'' could be materially adversely affected byif inaccurateunderwriting assessmentrisk ofis underwritingnot riskaccurately assessed <sup>p. 21</sup>.
* ''Competition'' in the industry is intense <sup>p. 21</sup>.
* ''Reliance on distribution channels'' (insurance retail agents and brokers, wholesalers, program administrators) exposes the business to certain risks that could adversely affect results <sup>p. 21</sup>.
* ''Inability to purchase third-party reinsurance'' on desired or commercially acceptable terms or terms that adequately protect the company maycould materially adversely affect the business, financial condition, and results of operations <sup>p. 21</sup>.
* ''LossesInadequate losses and loss expense reserves'' may be inadequate to cover actual losses,could materially adversely affectingaffect 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 materially adversely affect 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 the business, financial condition, and results of operations <sup>p. 21</sup>.
* ''Failure to accurately and timely pay claims'' could materially and adversely affect the business, financial condition, results of operations, and prospects <sup>p. 21</sup>.
* ''Adverse economic factors'' (recession, inflation, high unemployment, lower economic activity) could lead to fewer policy sales, increased claim frequency, premium defaults, or falsification of claims, impacting growth and profitability <sup>p. 21</sup>.
* ''InsuranceCyclical businessnature isof cyclicalthe insurance business'', which may affect financial performance and cause operating results to vary quarter-to-quarterquarterly, not indicative of future performance <sup>p. 21</sup>.
* ''Extensive regulation'' may adversely affect the ability to achieve business objectives; non-compliance could result in penalties (fines, suspensions) adversely affecting financial condition and results of operations <sup>p. 21</sup>.
* ''Loss of 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'' due to operating as a public company, requiring substantial management time for compliance 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, which could adversely affect financial condition <sup>p. 21</sup>.
* ''Integration of Apollo'' may present unforeseen challenges, including difficulties with technology systems, business processes, and risk management frameworks, potentially causingleading to operational disruptions, increased costs, or delays in realizing anticipated strategic benefits <sup>p. 21</sup>.
 
====== Risks Related to Our Business and Industry ======
{{Indexing|Risks Related to Our Business and Industry|Underwriting risk, competition, distribution channels, retail agents, brokers, wholesalers, program administrators|w8ma8usdpx|gva2857foa|c6zoq3weio|la5wuhtx31|kind=prose|order=26}}
 
* ''Underwriting success'' depends on accurately assessing risks and establishing appropriate premium rates <sup>p. 22</sup>.
* The company's financial condition and results of operations could be materially adversely affected if it does not accurately assess its underwriting risk <sup>p. 22</sup>.
* Underwriting''Employee successdecisions'', dependsincluding on accurately assessing risksmanagement and establishing appropriate premium ratesunderwriters, relying onexpose the experience ofcompany underwritingto staffrisk <sup>p. 22</sup>.
* ''Competition'' in the insurance industry is intense, based on factors like price, reputation, financial strength, distribution relationships, product terms, ratings, claims payment speed, and underwriting team experience <sup>p. 22</sup>.
* Employee decisions, including management and underwriters, in the ordinary course of business involve exposing the company to risk <sup>p. 22</sup>.
* ''Industry consolidation'' and new legislative developments could increase competition <sup>p. 22</sup>.
* Competition in the insurance industry is intense, coming from other specialty insurance companies, standard insurance companies, and underwriting agencies <sup>p. 22</sup>.
* ''Increased competition'' may affect the ability to price products, retain existing business, or underwrite new business on favorable terms, potentially impacting operating results <sup>p. 22</sup>.
* Competition factors include price, reputation, perceived financial strength, distribution partner relationships, product terms, independent rating agency ratings, claims payment speed, and the experience of the underwriting team <sup>p. 22</sup>.
* ''Reliance on distribution channels'' (retail agents, brokers, wholesalers, program administrators) exposes the company to risks <sup>p. 22</sup>.
* Increasing consolidation in the insurance industry may further intensify competition <sup>p. 22</sup>.
* ''Distribution through independent retail agents and brokers'' means the company's business model depends on these relationships, as agents and brokers generally own "renewal rights" <sup>p. 22</sup>.
* New industry or legislative developments could also increase competition <sup>p. 22</sup>.
* ''Relationships with distributors'' can be discontinued or become unprofitable <sup>p. 22</sup>.
* Inability to compete successfully could change supply and demand for insurance, affect pricing at risk-adequate rates, impact retention of existing business, or hinder underwriting new business on favorable terms, adversely affecting operating results <sup>p. 22</sup>.
* The''Consolidation business relies onof insurance retaildistribution agents,firms'' brokers,may wholesalers,increase andtheir programinfluence administrators,on exposingcommission itrates toand risksconcentrate frombusiness thesewith distributionparticular channelsbrokers <sup>p. 22</sup>.
* ''Credit risk'' is assumed when brokers collect premiums directly from policyholders, as payment to the broker may be considered payment to the insurer in certain jurisdictions, even if the company does not receive the premium <sup>p. 22</sup>.
* Substantially all 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>.
* ''Failure of brokers to remit premiums'' could require the company to provide coverage despite non-payment, potentially declining underwriting profits and adversely affecting financial condition <sup>p. 22</sup>.
* The company is also dependent on relationships wholesalers and program administrators maintain with agents and brokers <sup>p. 22</sup>.
* ''Review of financial condition'' for new brokers and periodic review of existing distributors are conducted to ensure profitability and alignment with business objectives <sup>p. 22</sup>.
* Relationships with retail agents, brokers, wholesalers, and program administrators can be discontinued at any time or become unprofitable <sup>p. 22</sup>.
* Consolidation''Restrictions ofor insurancetermination distributionof firmsdistributor relationships'' may increaseoccur theirif influencethey ondo commissionnot ratesmeet andprofitability concentratestandards or business withobjectives, subject to contractual and particularregulatory brokersrequirements <sup>p. 22</sup>.
* ''Deterioration of distributor relationships'' or uncompetitive compensation could lead distributors to place more premium with other carriers <sup>p. 22</sup>.
* Premiums collected by brokers from policyholders, in certain jurisdictions, may be considered paid to the company even if not remitted, exposing the company to credit risk <sup>p. 22</sup>.
* Failure''Distributors byexceeding brokersauthority'', failing to remittransfer collected premiums, hasor notbreaching beenobligations materialcould to date, butexpose the company may be required to provide coverage despite unpaid premiumsliability <sup>p. 22</sup>.
* ''Continued consolidation of insurance distribution firms'' could affect sales channels through loss of market access, market share, talent, or increased commission costs due to greater negotiating leverage <sup>p. 22</sup>.
* Limitations on the ability to cancel policies for non-payment could reduce underwriting profits and adversely affect financial condition and results <sup>p. 22</sup>.
* ''Digitization acceleration'' poses risks related to distributors' ability to keep pace, as customers may prefer technology-driven experiences <sup>p. 22</sup>.
* The company reviews the financial condition of potential new brokers and periodically reviews existing distributors against profitability standards and business objectives <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>.
* Following reviews, the company may restrict distributor access to products or terminate relationships, subject to contractual and regulatory requirements <sup>p. 22</sup>.
* ''Strategic purchase of reinsurance'' protects capital from severity events and reduces earnings volatility <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>.
* ''Failure to renew or enter new reinsurance arrangements'' on acceptable terms could increase loss exposure, potentially requiring a reduction in underwriting commitments <sup>p. 22</sup>.
* Distributors exceeding granted authority, failing to transfer collected premiums, or breaching obligations could expose the company to liability <sup>p. 22</sup>.
* ''Reinsurers may exclude certain coverages'' or alter terms, creating gaps in reinsurance protection and exposing the company to greater risk and potential losses <sup>p. 22</sup>.
* Continued or increased consolidation of insurance distribution firms could materially affect sales channels, potentially leading to loss of market access or share <sup>p. 22</sup>.
* ''Inadequate loss and loss expense (LAE) reserves'' could materially adversely affect financial condition, results of operations, and cash flows <sup>p. 22</sup>.
* Loss of talent knowledgeable about products or increased commission costs due to larger distributors gaining negotiating leverage could negatively impact the company <sup>p. 22</sup>.
* ''Reserves are estimates'' of ultimate claim settlement and administration costs, and actual liability may differ <sup>p. 22</sup>.
* Accelerated digitization exposes the company to risks related to distributors' ability to keep pace, as customers may prefer technology-driven distributors <sup>p. 22</sup>.
* ''Reserving process'' reviews historical data and considers factors such as claims inflation, claims development patterns, pricing, legislative activity, social/economic patterns, and litigation/judicial/regulatory trends <sup>p. 22</sup>.
* Inability to purchase third-party reinsurance in desired amounts or on acceptable terms could materially adversely affect the business <sup>p. 22</sup>.
* ''Variables affecting loss exposure'' are influenced by internal and external events, requiring continuous monitoring of loss reserves using new information and statistical techniques <sup>p. 22</sup>.
* Reinsurance is strategically purchased to protect capital from severity events and reduce earnings volatility <sup>p. 22</sup>.
* ''Uncertainties impacting reserve adequacy'' include:
* Failure to renew expiring contracts, enter new arrangements, or expand coverage could increase loss exposure, potentially requiring a reduction in underwriting commitments <sup>p. 22</sup>.
** ReinsurersTime mayrequired excludeto certainfully coveragesassess orcovered alter terms in contractslosses, leading to gapspotential increases in reinsuranceloss protectionestimates and greater potential losses for theinadequate companyreserves <sup>p. 22</sup>.
** Retroactive enforcement of new theories of liability by courts, potentially nullifying loss limitations or exclusions <sup>p. 22</sup>.
* Losses and loss expense reserves may be inadequate to cover actual losses, materially adversely affecting financial condition, results, and cash flows <sup>p. 22</sup>.
** ReservesVolatility arein estimatesfinancial ofmarkets, ultimateeconomic claim settlementevents, and administrationinflation costs,increasing notclaim exact calculations,frequency/severity and ultimateloss liability may differcosts <sup>p. 22</sup>.
** "Social inflation" (e.g., increased medical/material costs, attorney involvement, litigation financing) increasing claim frequency/severity and affecting reserve adequacy <sup>p. 22</sup>.
* The reserving process reviews historical data and considers factors such as claims inflation, claims development patterns, pricing, legislative activity, social/economic patterns, and litigation/judicial/regulatory trends <sup>p. 22</sup>.
** Increased claim frequency, even without liability, escalating evaluation and handling costs beyond established reserves <sup>p. 22</sup>.
* Variables affecting loss exposure are influenced by internal and external events, and loss reserves are continually monitored using new information and statistical techniques <sup>p. 22</sup>.
* ''Inadequate reserves'' would require increases, reducing net income and stockholders' equity in the period identified <sup>p. 22</sup>.
* The process assumes past experience, adjusted for current developments and trends, predicts future events, but actual results may deviate substantially from estimates <sup>p. 22</sup>.
* ''Future loss experience'' substantially exceeding reserves could materially adversely affect future earnings, liquidity, and financial rating <sup>p. 22</sup>.
* Uncertainties impacting reserve adequacy include:
** Time''Decline requiredin tofinancial fullystrength appreciaterating'' coveredmay lossadversely extent,affect leadingthe toamount increasedof lossbusiness estimates over timewritten <sup>p. 22</sup>.
* ''A.M. Best financial strength rating'' is "A" (Excellent) with a stable outlook as of the filing date <sup>p. 22</sup>.
** Retroactive enforcement of new theories of liability by courts, potentially expanding coverage <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>.
** Volatility in financial markets, economic events, and external factors increasing claim frequency/severity, and elevated inflation increasing loss costs <sup>p. 22</sup>.
* ''Factors that could lead to a rating downgrade'' by A.M. Best include:
** Adverse economic factors (recession, high unemployment) potentially reducing policy sales or increasing claim frequency/severity and premium defaults <sup>p. 22</sup>.
** Increased "social inflation" costs (medical/material costs, technology in vehicles, supply chain disruptions, attorney involvement, litigation financing, lawsuit abuse) increasing claim frequency/severity and affecting 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>.
** Entering new lines of business or new theories of claims may lead to unanticipated increases in claim frequency and handling costs <sup>p. 22</sup>.
* Inadequate reserves would require an increase in reserves, reducing net income and stockholders’ equity in the period the deficiency is identified <sup>p. 22</sup>.
* Future loss experience substantially exceeding established reserves could materially adversely affect future earnings, liquidity, and financial rating <sup>p. 22</sup>.
* A decline in the company's financial strength rating may adversely affect the amount of business written <sup>p. 22</sup>.
* Independent ratings agencies, such as A.M. Best, are used by the insurance industry to assess financial strength <sup>p. 22</sup>.
* A.M. Best's ratings are based on quantitative and qualitative analysis of balance sheet strength, operating performance, and business profile <sup>p. 22</sup>.
* A.M. Best financial strength ratings range from "A++" (Superior) to "F" (liquidation) <sup>p. 22</sup>.
* As of the filing date, A.M. Best assigned the company a financial strength rating of "A" (Excellent) with a stable outlook <sup>p. 22</sup>.
* A.M. Best ratings provide an independent opinion of an insurer's ability to meet policyholder obligations and are not an evaluation for investors or a recommendation to buy/sell securities <sup>p. 22</sup>.
* A.M. Best's analysis includes peer comparisons, industry standards, operating plans, philosophy, and management assessments <sup>p. 22</sup>.
* A.M. Best periodically reviews and may revise ratings downward based on 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>.
Line 899 ⟶ 877:
** 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 rating downgrade or withdrawal of the rating'' could cause distribution partners and insureds to choose higher-rated competitors, increase reinsurance costs or reduce availability, or severely limit/prevent writing new and renewal insurance contracts <sup>p. 22</sup>.
* ''Increased scrutiny by rating organizations'' due to financial pressures on institutions could lead to adverse ratings consequences <sup>p. 22</sup>.
* Rating organizations may heighten scrutiny, increase review frequency/scope, request additional information, or increase capital requirements for certain rating levels <sup>p. 22</sup>.
* There''Unexpected ischanges noin assuranceinterpretation theof companycoverage''s ratingor willpolicy remainprovisions at(including itsloss current level,limitations and adverse ratings consequencesexclusions) could materially adversely affect financial condition and results of operations <sup>p. 22</sup>.
* Unexpected changes in the interpretation''Enforceability of coverage or provisions, including loss limitations andor exclusions,'' couldis materiallynot adverselyassured, affectas financialindustry conditionpractices and resultslegal/judicial/social conditions change <sup>p. 22</sup>.
* There''Courts isor noregulatory assuranceauthorities'' thatcould lossnullify limitations/exclusions, or exclusionslegislation could modify/bar their use, leading into policieshigher willthan beanticipated enforceablelosses asand intendedLAE <sup>p. 22</sup>.
* ''Court decisions'' may interpret policy exclusions narrowly, expanding coverage and requiring new exclusions <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>.
* ''These issues'' could broaden coverage beyond underwriting intent or increase claim frequency/severity, with the full extent of liability potentially unknown for years <sup>p. 22</sup>.
* Policy limitations on claim periods, potentially shorter than statutory periods, may be nullified by courts or regulators, or legislation could modify/bar their use <sup>p. 22</sup>.
* Governmental''Reinsurers actionsmay couldnot resultreimburse inclaims highertimely than anticipatedor lossesat and LAEall'', materially adversely affecting business, financial condition, orand results of operations <sup>p. 22</sup>.
* ''Reinsurance contracts'' require premium payments to reinsurers who reimburse for covered policy claims, but the company remains primarily liable to policyholders <sup>p. 22</sup>.
* Court decisions, such as the 1995 Montrose decision in California, could narrowly read policy exclusions, expanding coverage and requiring new exclusions <sup>p. 22</sup>.
* ''Reinsurers may default'' due to insolvency, lack of liquidity, operational failure, prohibitions, fraud, or disputes over agreement wordings, leading to increased net losses <sup>p. 22</sup>.
* These issues may broaden coverage beyond underwriting intent or increase claim frequency/severity, with full liability potentially not known for years after contract issuance <sup>p. 22</sup>.
* ''Reinsurance recoverables'' totaled USD 1,119.9m as of December 31, 2025 <sup>p. 22</sup>.
* Reinsurers may not reimburse claims timely or at all, materially adversely affecting business, financial condition, and results <sup>p. 22</sup>.
* ''Failure to accurately and timely pay claims'' could materially and adversely affect business, financial condition, results of operations, and prospects <sup>p. 22</sup>.
* Reinsurance contracts require premium payments to carriers who reimburse for covered claims, often many years later <sup>p. 22</sup>.
* ''Factors affecting claims payment'' include training/experience of claims representatives (including TPAs), management effectiveness, and appropriate procedures/systems <sup>p. 22</sup>.
* Reinsurance makes the reinsurer liable but does not relieve the company of its primary liability to policyholders <sup>p. 22</sup>.
* ''Ineffective TPA management'' or inability of staff/TPAs to handle claim volume could adversely affect workload capacity, potentially slowing growth and decreasing claims work quality <sup>p. 22</sup>.
* The current reinsurance program aims to limit financial risk, but reinsurers may default due to insolvency, lack of liquidity, operational failure, political/regulatory prohibitions, fraud, asserted defenses, or documentation deficiencies <sup>p. 22</sup>.
* Disputes''Severe withweather reinsurersconditions'', couldclimate bechange time-consumingeffects, costlycatastrophes, pandemics, and uncertain of success,man-made leadingevents tomay increasedadversely netaffect lossesbusiness <sup>p. 22</sup>.
* ''Catastrophes'' include natural events (e.g., severe winter weather, storms, earthquakes, fires) and man-made events (e.g., explosions, war, terrorist attacks) <sup>p. 22</sup>.
* As of December 31, 2025, the company had ''reinsurance recoverables'' of $1,119.9 million <sup>p. 22</sup>.
* Failure''Changing toweather accuratelypatterns and timelyclimatic payconditions'' claimsincrease could materiallyunpredictability and adverselyfrequency affectof businessnatural disasters, financialincluding condition,in results,new areas and prospectsexisting markets <sup>p. 22</sup>.
* ''Climate change'' may increase frequency and severity of extreme weather events, such as hurricanes and wildfires <sup>p. 22</sup>.
* Factors affecting claim payment accuracy and timeliness include claims representative training/experience (including TPAs), management effectiveness, and appropriate procedures/systems <sup>p. 22</sup>.
* ''Catastrophe losses'' can materially adversely affect business, even for events not directly insured against (e.g., 2025 California wildfires), as affected businesses may cancel policies <sup>p. 22</sup>.
* Failure to pay claims accurately and timely could lead to regulatory/administrative actions, litigation, and reputational damage <sup>p. 22</sup>.
* ''Increased frequency and severity of weather events'' could impact the ability to predict, quantify, reinsure, and manage catastrophe risk, increasing losses <sup>p. 22</sup>.
* Ineffective TPA management or internal staff/TPA inability to handle claim volume could adversely affect workload capacity <sup>p. 22</sup>.
* Decreased quality''Extent of claimslosses workfrom couldcatastrophes'' adverselydepends affecton operatingfrequency/severity marginsof andinsured potentiallyevents and requiretotal slowinginsured growthexposure in affected marketsareas <sup>p. 22</sup>.
* Severe''Unpredictability weather conditions, climate change effects,of catastrophes, pandemics,'' and man-madesevere eventsweather may adversely affect business, results, and financial conditionconditions <sup>p. 22</sup>.
* ''Exposure to losses is managed'' by analyzing probability and severity of loss events and their impact on underwriting/investment portfolios <sup>p. 22</sup>.
* Catastrophes include natural events (severe winter weather, convective storms/tornadoes, windstorms, earthquakes, hailstorms, thunderstorms, fires) and man-made events (explosions, war, terrorist attacks, riots) <sup>p. 22</sup>.
* ''Indirect impact from catastrophes'' can occur if insured businesses are affected, leading to inability or unwillingness to pay premiums on other product offerings <sup>p. 22</sup>.
* Changing weather patterns and climatic conditions (e.g., global warming) have increased unpredictability and frequency of natural disasters, including in new areas and operating markets <sup>p. 22</sup>.
* Climate''Inability changeto mayobtain increasereinsurance thecoverage'' frequencyat andreasonable severityrates offor extremesevere weather events,and leadingcatastrophes tocould conditionsmaterially that increase hurricane activity andadversely wildfireaffect risksbusiness <sup>p. 22</sup>.
* A''Exposure naturalto disasterrisk orfrom catastrophepandemics, lossoutbreaks, couldpublic materiallyhealth adversely affect businesscrises, financialand condition, andgeopolitical/social resultsevents'' <sup>p. 22</sup>.
* Catastrophes''Policy canterms impactand theconditions'' companyare evenexpected withoutto direct insurancepreclude coverage, suchfor asvirus-related theclaims, 2025but Californiacourt wildfires,decisions asand affectedgovernmental policyholdersactions may cancel otherchallenge policiesexclusions <sup>p. 22</sup>.
* ''Changes in climate policy programs'' and legislation could have a material adverse effect on business <sup>p. 22</sup>.
* Increased frequency and severity of weather events, including hurricanes or convective storms (difficult to model), could materially adversely affect the ability to predict, quantify, reinsure, and manage catastrophe risk, increasing losses <sup>p. 22</sup>.
* ''Program administrators with quoting and binding authority'' pose a risk if they fail to comply with guidelines, potentially binding the company to unanticipated risks <sup>p. 22</sup>.
* Losses from catastrophes depend on the frequency and severity of insured events and total insured exposure in affected areas <sup>p. 22</sup>.
* The incidence''Marketing and severitydistribution of catastrophesinsurance andproducts'' severethrough weatherprogram areadministrators inherentlywho sell to insureds via retail agents and unpredictablebrokers <sup>p. 22</sup>.
* ''Failure of program administrators'' to comply with underwriting guidelines could adversely affect operating results <sup>p. 22</sup>.
* Exposure to losses is managed by analyzing probability and severity of loss events and their impact on underwriting and investment portfolios <sup>p. 22</sup>.
* ''Failure of actual renewals or new business from repeat insureds'' to meet expectations could materially adversely affect written premium and future operating results <sup>p. 22</sup>.
* Indirect impacts can occur if insured businesses are affected by catastrophes not directly covered, leading to inability or unwillingness to pay premiums on other products <sup>p. 22</sup>.
* ''Most contracts are one-year term and renewable''; some insureds are repeat customers with new contracts <sup>p. 22</sup>.
* Inability to obtain reinsurance coverage at reasonable rates and adequate amounts for severe weather and catastrophes could materially adversely affect business and results <sup>p. 22</sup>.
* ''Assumptions about renewal rates'' and repeat business are made in financial forecasting <sup>p. 22</sup>.
* The business is exposed to risks from pandemics, outbreaks, public health crises, and geopolitical/social events <sup>p. 22</sup>.
* ''Cyclical nature of insurance industry'' with intense price-based competition <sup>p. 22</sup>.
* While policy terms are expected to preclude coverage for virus-related claims, court decisions and governmental actions may challenge exclusions or interpretations <sup>p. 22</sup>.
* ''Increased public attention to ESG matters'' may expose the company to negative public perception, reputational harm, additional costs, or impact stock price <sup>p. 22</sup>.
* Changes in domestic and international climate policy programs/initiatives, and related legislation/regulation, are unpredictable but could materially adversely affect business, operational, and financial results <sup>p. 22</sup>.
* Program''Failure administratorsto arerespond providedto withESG specificexpectations'' quotingor andbacklash binding authority, and their failurerelated to complyESG with guidelinestopics could adverselyharm affectbusiness and resultsreputation <sup>p. 22</sup>.
* ''Damage to reputation'' from providing policies to certain insureds could decrease demand for products and require resources to rebuild <sup>p. 22</sup>.
* The company markets and distributes certain insurance products through program administrators with limited quoting and binding authority, who then sell to insureds via retail agents and brokers <sup>p. 22</sup>.
* ''Changes in accounting practices'' and future pronouncements may materially affect reported financial results <sup>p. 22</sup>.
* Program administrators can bind certain risks without initial approval <sup>p. 22</sup>.
* ''Compliance with new accounting practices'' may incur considerable additional expenses, especially for retroactive application or comparative purposes <sup>p. 22</sup>.
* Non-compliance by program administrators with underwriting guidelines could bind the company to unanticipated risks, adversely affecting results <sup>p. 22</sup>.
* ''Impact of accounting changes'' on net income, shareholder's equity, and other financial statement line items is unpredictable <sup>p. 22</sup>.
* If actual renewals of existing contracts or new business from repeat insureds do not meet expectations, written premium and future results could be materially adversely affected <sup>p. 22</sup>.
* Most''Insurance contractssubsidiaries aremust forcomply awith one-yearStatutory termAccounting andPrinciples (SAP)'', which are renewable;subject someto insuredsconstant arereview repeatby customersthe withNAIC and state newinsurance contractsdepartments <sup>p. 22</sup>.
* Financial''Pending forecastingproposals'' includesbefore assumptionsNAIC aboutcommittees renewalcould ratesnegatively andaffect repeatinsurance businessindustry participants if enacted <sup>p. 22</sup>.
* ''Use of derivatives to mitigate market price volatility'' may subject the company to risks such as hedge ineffectiveness, basis risk, collateral/margin call liquidity pressures, and valuation uncertainty <sup>p. 22</sup>.
* The insurance and reinsurance industries are cyclical with intense price-based competition <sup>p. 22</sup>.
* ''Risks from derivatives'' include imperfect correlation between derivatives and underlying exposures, futures prices not moving in line with cash market prices, and liquidity pressures from margin calls during adverse market movements <sup>p. 22</sup>.
* Failure of actual renewals/repeat business to meet expectations, or choosing not to write renewals/accept repeat business due to pricing, would materially adversely affect future written premium and operations <sup>p. 22</sup>.
* ''Reliance on market-based models'' introduces valuation uncertainty, potentially causing hedges to perform differently than expected <sup>p. 22</sup>.
* Increased public attention to environmental, social, and governance (ESG) matters may lead to negative public perception, reputational harm, additional costs, or impact stock price <sup>p. 22</sup>.
* Failure,''These orfactors'' perceivedmay failure,prevent tohedging meetstrategies investor/customerfrom ESGeffectively expectationsreducing volatility and could harmmaterially businessadversely andimpact financial reputationresults <sup>p. 22</sup>.
* Backlash from investors or customers regarding ESG topics could also harm business and reputation <sup>p. 22</sup>.
* Damage to reputation from providing policies to certain insureds could decrease demand for products, materially adversely affect business/results, and require resources to rebuild reputation/brand <sup>p. 22</sup>.
* Changes in accounting practices and future pronouncements may materially affect reported financial results <sup>p. 22</sup>.
* Developments in accounting practices may require considerable additional expenses for compliance, especially if retroactive application or comparative information for prior periods is needed <sup>p. 22</sup>.
* The impact of accounting changes and future pronouncements 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 and its components are constantly reviewed by the NAIC, its task forces/committees, and state insurance departments to address emerging issues and improve financial reporting <sup>p. 22</sup>.
* Various proposals before NAIC committees/task forces, if enacted, could negatively affect insurance industry participants <sup>p. 22</sup>.
* The NAIC continuously examines existing laws and regulations, and the impact of reforms is unpredictable <sup>p. 22</sup>.
* The use of derivatives to mitigate market price volatility exposure may subject the company to risks such as hedge ineffectiveness, basis risk, collateral/margin call liquidity pressures, and valuation uncertainty <sup>p. 22</sup>.
* These risks could adversely affect financial condition and results of operations <sup>p. 22</sup>.
* Risks include hedge ineffectiveness due to imperfect correlation, basis risk where futures prices don't align with cash market prices, and liquidity pressures from margin calls/collateral requirements during adverse market movements <sup>p. 22</sup>.
* Reliance on market-based models introduces valuation uncertainty, potentially causing hedges to perform differently than expected <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 ======
{{Indexing|Risks Related to the Market and Economic Conditions|Adverse economic factors, recession, inflation, unemployment, economic activity, capital market volatility, insurance cyclicality, competition, catastrophic events, capacity levels, litigation trends, regulatory constraints|w8ma8usdpx|7nc9h3zzvs|kind=prose|order=27}}
 
* Adverse economic factors likesuch as recession, inflation, high unemployment, or lower economic activity cancould reducelead to fewer policy sales, increaseincreased claim frequency, lead to premium defaults, or cause claim falsification, impacting growth and profitability <sup>p. 23</sup>.
* ''Economic downturns'' characterized by higher unemployment, declining spending, and reduced corporate revenue generally negatively affect demand for insurance products, impacting premium levels and profitability <sup>p. 23</sup>.
* Business revenue, economic conditions, capital market volatility, and inflation affect the business and economic environment, influencing the ability to generate revenue and profits <sup>p. 23</sup>.
* AnNegative economic downturnfactors withmay higheralso unemployment,affect decliningthe spending,ability andto reducedcharge corporateappropriate revenuerates generallyfor negativelyrisk, affectsreduce demandthe fornumber insuranceof productspolicies written, impactingand premiumlimit levelsopportunities andfor profitable profitabilityunderwriting <sup>p. 23</sup>.
* NegativeDuring an economic factorsdownturn, cancustomers hindermay thereduce abilityinsurance tocoverage, chargecancel appropriatepolicies, ratesmodify forcoverage, insuredor risksnot and adversely affect the number ofrenew policies written and opportunities for profitable underwriting <sup>p. 23</sup>.
* DuringExisting anpolicyholders economicmight downturn,exaggerate customersor mayfalsify reduceclaims insuranceto needs,receive cancelhigher policies,payments modifyduring coverage,an oreconomic not renew policiesdownturn <sup>p. 23</sup>.
* A significant collapse in specific economic segments like construction, credit markets, or energy production and servicing could adversely affect results across several underwriting divisions <sup>p. 23</sup>.
* Existing policyholders might exaggerate or falsify claims to receive higher payments in 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 multiple underwriting divisions <sup>p. 23</sup>.
* These outcomes would reduce underwriting profit if not reflected in the rates charged <sup>p. 23</sup>.
* The insurance business is historically cyclical, which can affect financial performance and cause operating results to vary quarterly, not necessarily indicating future performance <sup>p. 23</sup>.
* Insurance carriers have historically experienced 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 linked to prevailing prices, insured losses, and industry capital levels, which fluctuate with investment returns in the insurance industry <sup>p. 23</sup>.
* The insurance industry is cyclical, characterized by cyclical periods of intense price competition due to excessive underwriting capacity (soft market) and periods of capacity shortages increasingleading to increased premiums (hard market) <sup>p. 23</sup>.
* Demand for insurance depends on factors such aslike frequency and severity of catastrophic events, 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 this cyclical market patternpatterns, with higher gross written premium growth and improved profitability during hard market cycles <sup>p. 23</sup>.
* This 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 market growth can be significantly more rapid <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 catastrophe events, fluctuating interest rates, claims exceeding loss reserves, industry competition, deviations from expected premium retention rates, adverse investment performance, and reinsurance coverage costs <sup>p. 23</sup>.
* ''Investment portfolio performance'' is subject to various investment risks that may adversely affect financial results <sup>p. 23</sup>.
* The company aims to hold a diversified investment portfolio managed by professional advisory firms according to its investment policy and reviewed by theits 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 securitiesthem <sup>p. 23</sup>.
* Interest rates rose materially during 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, particularlyespecially for fixed maturity securities and short-term investments, adversely affecting operating results <sup>p. 23</sup>.
* Recent and future interestincreases ratein increasesinterest rates could cause declines in the valuevalues of fixed income securities portfolios to decline, with the magnitude depending on security duration and the extent of interest rate increases <sup>p. 23</sup>.
* Some fixed income securities with call or prepayment options create reinvestment risk in declining rate environments <sup>p. 23</sup>.
* MortgageOther fixed income securities, such as 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 insurersguarantors guaranteeingof paymentssecurities 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 also 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 is subject to 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 of securities are managed through an investment policy that establishessets parameters, including maximum investment percentages in certain security types and minimum credit quality levels, believed to be within NAIC, Texas Department of Insurance, and Oklahoma Department of Insurance guidelines <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>.
* While seeking to preserve capital, there is no certainty that investment objectives will be achieved, and results may vary substantially over time <sup>p. 23</sup>.
* InvestmentAlthough investment strategies aimare notsought tothat correlateare not correlated with insurance and reinsurance exposures, but investment portfolio losses may occur concurrently with underwriting losses, exacerbating their adverse effecteffects <sup>p. 23</sup>.
* The company could be forced to sell investments to meet liquidity requirements <sup>p. 23</sup>.
* Premiums received from insureds 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>.
* The companyInvestments may not be able to sell investmentssellable at favorable prices or at all, potentially resulting in significant realized losses depending on general market conditions, interest rates, and credit issues with individual securities <sup>p. 23</sup>.
* Sales 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 ======
{{Indexing|Risks Related to the Regulatory Environment|Regulation, penalties, primary insurance subsidiaries, state departments of insurance, capital and surplus, investment and underwriting limits, affiliate transactions, dividend limits, changes in control, solvency, financial/non-financial aspects, insurance holding company system, Texas Department of Insurance, licenses/approvals|w8ma8usdpx|1nma8v7gjs|kind=prose|order=28}}
 
* We are subject to extensive''Extensive regulation, and failure to comply'' may result in penalties like fines and suspensions, adversely affectingaffect financialthe conditionability andto resultsachieve ofbusiness operationsobjectives <sup>p. 24</sup>.
* Failure to comply with regulations may lead to ''penalties'', including fines and suspensions, affecting financial condition and results of operations <sup>p. 24</sup>.
* Our primary insurance subsidiaries (GMIC, HSIC, IIC) are extensively regulated in Texas, their state of domicile, and to a lesser degree in other operating states <sup>p. 24</sup>.
* Primary insurance subsidiaries (GMIC, HSIC, IIC) are subject to ''extensive regulation in Texas'' (state of domicile) and other operating states <sup>p. 24</sup>.
* Insurance regulations primarily protect policyholders, not investors or stockholders <sup>p. 24</sup>.
* Most insurance regulations are designed to protect ''policyholder interests'', not investor or stockholder interests <sup>p. 24</sup>.
* Regulations are administered by state departments of insurance and cover capital and surplus, investment and underwriting limits, affiliate transactions, dividend limits, changes in control, solvency, and other financial/non-financial aspects <sup>p. 24</sup>.
* Regulations are administered by state departments of insurance and cover ''capital and surplus requirements, investment and 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>.
* ''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>.
* State insurance regulators conduct ''periodic examinations'' and require annual/other reports on financial condition and holding company issues <sup>p. 24</sup>.
* Our insurance subsidiaries are part of an "insurance holding company system" in Texas, requiring notice to the Texas Department of Insurance for certain affiliate transactions <sup>p. 24</sup>.
* Prior notificationRegulatory requirements may causeimpose business delays''timing and additionalexpense constraints'' affecting business expensesobjectives <sup>p. 24</sup>.
* Insurance subsidiaries are part of an ''"insurance holding company system"'' under Texas statutes and regulations <sup>p. 24</sup>.
* Failure to file required notifications or comply with Texas insurance regulations could lead to significant fines, penalties, and impaired working relationships with the Texas Department of Insurance <sup>p. 24</sup>.
* StateCertain transactions between insurance regulatorssubsidiaries haveand broadaffiliates discretionrequire ''prior notice to denythe Texas Department of Insurance'', potentially orcausing revokebusiness licensesdelays forand regulatoryadditional violationsexpenses <sup>p. 24</sup>.
* Failure to file required notifications or comply with Texas insurance regulations may result in ''significant fines and penalties'' and impair the working relationship with the Texas Department of Insurance <sup>p. 24</sup>.
* Our practices, based on interpretations of regulations or industry norms, may differ from regulatory authorities' interpretations <sup>p. 24</sup>.
* State insurance regulators have ''broad discretion to deny or revoke licenses'' for various reasons, including regulation violations <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 <sup>p. 24</sup>.
* Practices based on interpretations of regulations or industry norms may differ from ''regulatory authorities' interpretations'' <sup>p. 24</sup>.
* Changes in insurance industry regulation, laws, or interpretations could interfere with operations and increase compliance costs <sup>p. 24</sup>.
* OurLack insuranceof subsidiariesrequisite arelicenses/approvals subjector to risknon-basedcompliance capitalwith regulatory requirements basedcould onlead theto NAIC's'preclusion "riskor basedtemporary capitalsuspension'' model"of andactivities minimumin capital/surplusa restrictionsstate underor Texasother lawpenalties <sup>p. 24</sup>.
* Changes in insurance industry regulation, laws, or interpretations could ''interfere with operations'' and incur additional compliance costs <sup>p. 24</sup>.
* These requirements establish minimum risk-based capital to support business operations and identify inadequately capitalized property and casualty insurers by assessing asset/liability risks and net written premium mix <sup>p. 24</sup>.
* FallingInsurance belowsubsidiaries calculatedare subject to ''risk-based capital thresholdsrequirements'' canbased leadon tothe regulatoryNAIC action,model includingand minimum capital/surplus supervision,restrictions rehabilitation,under orTexas liquidationlaw <sup>p. 24</sup>.
* FailureThese torequirements maintainestablish requiredthe ''minimum risk-based capital'' levelsneeded couldto adverselysupport affectbusiness ouroperations insuranceand subsidiary'sidentify abilityinadequately tocapitalized insurers based maintainon regulatoryasset/liability authorityrisks and ournet A.M.written Bestpremium Ratingmix <sup>p. 24</sup>.
* Falling below a calculated threshold may lead to ''regulatory action'', including supervision, rehabilitation, or liquidation <sup>p. 24</sup>.
* We may become subject to additional government or market regulation, which could materially adversely impact our business <sup>p. 24</sup>.
* Failure to maintain required risk-based capital levels could adversely affect the ''ability to maintain regulatory authority'' and the A.M. Best Rating <sup>p. 24</sup>.
* Changes in laws related to asset/reserve valuation, surplus, investment/dividend limitations, enterprise risk, and risk-based capital requirements could adversely affect our business <sup>p. 24</sup>.
* ''Additional government or market regulation'' may have a material adverse impact on the business <sup>p. 24</sup>.
* The U.S. federal government generally does not directly regulate insurance, except for flood, nuclear, and terrorism risks, but may consider legislation affecting the industry in areas like privatization of Freddie Mac/Fannie Mae, reduction in federal subsidiaries for agriculture, tort reform, corporate governance, and reinsurance company taxation <sup>p. 24</sup>.
* ChangesBusiness tocould U.S.be taxadversely affected by ''changes in laws'' andrelated newto taxasset/reserve policiesvaluation, couldsurplus negativelyrequirements, impactinvestment/dividend thelimitations, overallenterprise economyrisk, and ourrisk-based businesscapital <sup>p. 24</sup>.
* The U.S. federal government, while not directly regulating insurance broadly, could consider legislation affecting the industry in areas like ''privatization of Freddie Mac/Fannie Mae, reduction in federal subsidies, tort reform, corporate governance, and taxation of reinsurance companies'' <sup>p. 24</sup>.
* Legislative or other actions related to taxes could negatively affect us, our investments, or our stockholders <sup>p. 24</sup>.
* Rules''Changes forto U.S. federaltax incomelaws'' taxationand arenew constantlytax underpolicies reviewcould bynegatively legislators,impact the IRS,overall economy and the U.S. Department of the Treasurybusiness <sup>p. 24</sup>.
* ''Legislative or other actions relating to taxes'' could negatively affect the company, investments, or stockholders <sup>p. 24</sup>.
* New legislation, U.S. Treasury regulations, administrative interpretations, or court decisions could have adverse consequences <sup>p. 24</sup>.
* OnThe July''rules 4, 2025,for HU.RS. 1,federal theincome "Onetaxation'' Bigare Beautifulconstantly Billunder Act"review (OBBBA)by legislators, wasthe signedIRS, intoand lawthe inU.S. theDepartment Unitedof the StatesTreasury <sup>p. 24</sup>.
* New legislation, U.S. Treasury regulations, administrative interpretations, or court decisions could have ''adverse consequences'' <sup>p. 24</sup>.
* The OBBBA modifies business tax provisions, including restoring 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, the EBITDA-based business interest expense limitation under Section 163(j) of the IRC, and changes to international operations tax computation <sup>p. 24</sup>.
* BasedOn on''July current4, analysis2025'', theseH.R. OBBBA1, provisionsthe are"One notBig expectedBeautiful toBill haveAct" a material(OBBBA), impactwas onsigned ourinto businesslaw orin resultsthe ofUnited operationsStates <sup>p. 24</sup>.
* The ''OBBBA modifies key business tax provisions'', including restoring 100% bonus depreciation (Section 168(k) IRC), immediate deduction of U.S. domestic research and experimental expenditures (Section 174A IRC), and the EBITDA-based business interest expense limitation (Section 163(j) IRC), and changes to international operations tax computation <sup>p. 24</sup>.
* Regulations and IRS guidance implementing the OBBBA may create unforeseen issues, and further tax law changes could occur, so there is no assurance our business will not be adversely affected <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>.
* Our ability to use net operating loss carryforwards (NOLs) and other tax attributes may be limited <sup>p. 24</sup>.
* Regulations and IRS guidance implementing the OBBBA may create ''unforeseen issues'', and further tax law changes could occur <sup>p. 24</sup>.
* As of December 31, 2025, we had gross federal income tax NOLs of approximately $40.3 million available to offset future taxable income, prior to Section 382 limitations <sup>p. 24</sup>.
* TheseThere NOLsis areno setassurance tothat expirethe beginningbusiness inwill 2032not be ''adversely affected by the OBBBA'' or other tax law changes <sup>p. 24</sup>.
* The ability to utilize ''net operating loss carryforwards (NOLs)'' and certain other tax attributes may be limited <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 to offset post-ownership change income <sup>p. 24</sup>.
* As of ''December 31, 2025'', there were ''gross federal income tax NOLs of approximately $40.3 million'' available to offset future taxable income, prior to annual limitations <sup>p. 24</sup>.
* Future ownership changes, some outside our control, or regulatory changes could limit our ability to use NOLs <sup>p. 24</sup>.
* If we cannot offset future taxable income withThese ''NOLs, our net income andare cashset flowsto mayexpire bebeginning adverselyin affected2032'' <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 to offset post-ownership change income <sup>p. 24</sup>.
* As a holding company with substantially all operations conducted by insurance subsidiaries, our liquidity and ability to pay dividends and service debt depend on obtaining cash dividends or other permitted payments from our insurance subsidiaries <sup>p. 24</sup>.
* The''Future continuedownership operationchanges'' andor growthregulatory ofchanges ourcould businesslimit willthe requireability substantialto capitalutilize NOLs <sup>p. 24</sup>.
* WeIf dounable notto intendoffset tofuture declaretaxable andincome paywith cashNOLs, dividends''net onincome ourand commoncash stockflows'' inmay thebe foreseeableadversely futureaffected <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 obtaining cash dividends or other permitted payments from insurance subsidiaries <sup>p. 24</sup>.
* Our ability to pay stockholder dividends and meet debt obligations largely depends on dividends and distributions from GMIC, HSIC, and IIC <sup>p. 24</sup>.
* StateThe insurance''continued laws,operation includingand Texasgrowth'' laws, restrictof the ability of GMIC, HSIC, and IICbusiness towill declarerequire stockholdersubstantial dividendscapital <sup>p. 24</sup>.
* StateThere insuranceis regulators''no requireintention insuranceto companiesdeclare toand maintainpay specifiedcash levelsdividends'' ofon statutorycommon capitalstock andin the foreseeable surplusfuture <sup>p. 24</sup>.
* The ability to pay dividends to stockholders and meet debt obligations largely depends on ''dividends and distributions from primary insurance subsidiaries'' (GMIC, HSIC, IIC) <sup>p. 24</sup>.
* Dividend payments are limited to the portion of available policyholder surplus derived from net profits <sup>p. 24</sup>.
* ''State insurance regulatorslaws'', haveincluding broadthose powersof toTexas, preventrestrict statutorythe surplusability reductionof to inadequateGMIC, levelsHSIC, and thereIIC isto nodeclare assurance that maximum calculatedstockholder dividends would be permitted <sup>p. 24</sup>.
* State insurance regulators mayrequire adoptinsurance morecompanies restrictiveto statutorymaintain provisions''specified regardinglevels dividendof payments by our insurance subsidiariesstatutory incapital theand futuresurplus'' <sup>p. 24</sup>.
* ''Dividend payments are limited'' to the portion of available policyholder surplus derived from net profits <sup>p. 24</sup>.
* Future dividend determinations are at the discretion of our Board of Directors and depend on results of operations, financial condition, contractual debt restrictions, indebtedness, applicable law, and other relevant factors <sup>p. 24</sup>.
* InvestorsState mayinsurance needregulators tohave sell''broad commonpowers stockto afterprevent pricereduction appreciation,of whichstatutory may not occur, as the only waysurplus'' to realize futureinadequate gainslevels <sup>p. 24</sup>.
* InvestorsThere seekingis immediateno cashassurance that dividends shouldup to the ''maximum notcalculated purchaseamounts'' ourwould commonbe stockpermitted <sup>p. 24</sup>.
* ApplicableState insurance lawsregulators may makeadopt a''more changerestrictive ofstatutory controlprovisions'' difficultregarding dividend payments in the future <sup>p. 24</sup>.
* Any future dividend determination 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>.
* Under Texas insurance laws, acquiring control of a domestic insurer requires written approval from the state insurance commissioner <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>.
* Approval depends on factors like the acquirer's financial strength, plans for the insurer's future operations, and potential anti-competitive results <sup>p. 24</sup>.
* TexasInvestors insuranceseeking lawsimmediate applycash todividends direct''should andnot indirectpurchase acquisition of 10% or more of the votingcommon stock of a Texas-domiciled insurer'' <sup>p. 24</sup>.
* ''Applicable insurance laws may make it difficult to effect a change of control'' <sup>p. 24</sup>.
* Acquiring 10% or more of our common stock would be considered an indirect change of control of Skyward Specialty, triggering change of control filing requirements under Texas insurance laws, unless a disclaimer of control filing is accepted by the Texas Insurance Department <sup>p. 24</sup>.
* TheseUnder requirementsTexas mayinsurance discouragelaws, acquisition''written proposalsapproval andfrom delay,the deter,state orinsurance preventcommissioner'' ais changerequired ofbefore acquiring control of Skyward Specialty, even if desirablea todomestic stockholdersinsurer <sup>p. 24</sup>.
* Approval depends on factors including the ''financial strength of the acquirer, plans for 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 common stock'' would be considered an indirect change of control of Skyward Specialty, triggering change of control filing requirements, unless a disclaimer of control filing is accepted by the Texas Insurance Department <sup>p. 24</sup>.
* These requirements may ''discourage potential 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 ======
{{Indexing|Risks Related to Our Liquidity and Access to Capital|Future capital requirements, cash flows, investment portfolio declines, catastrophe losses, adverse reserve development, equity financing, debt financing, securities, credit access, Revolving Credit Facility, Term Loan Facility, covenants, assets, credit market environment|trbk6wt4s9|f8km91nllc|b3bc9gy5x7|kind=prose|order=29}}
 
* ''Future capital requirements'' depend on factors such as the ability to write new business successfully and establish adequate premium rates and reserves sufficient to cover losses <sup>p. 25</sup>.
* If ''operational cash flows'' from operations are insufficient, or if the capital position is negativelyadversely impacted by investment portfolio declinesdecline, catastrophe losses, or adverse reserve development, additional funds may be needed through financings or growth curtailment <sup>p. 25</sup>.
* ''CapitalThe amount and timing of capital needs'' are affected by growth rate, profitability, claims experience, reinsurance availability, market disruptions, and other unforeseeable developments <sup>p. 25</sup>.
* ''EquityIf additional capital is needed, equity or debt financing'' may not be available on favorable terms, or atmay all,be potentiallyon leadingunfavorable to dilution for stockholders or restrictive covenants in debt financingsterms <sup>p. 25</sup>.
* Equity financings could lead to dilution for stockholders <sup>p. 25</sup>.
* ''Securities'' issued for financing may have rights, preferences, and privileges senior to common stock <sup>p. 25</sup>.
* InabilityDebt tofinancings obtainmay ''adequateimpose capital''covenants on favorable terms could materially adversely affect operating plans,restricting business, financial condition, or results of operations <sup>p. 25</sup>.
* Securities from future financings may have rights, preferences, and privileges senior to common stock <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>.
* Inability to obtain adequate capital on favorable terms could prevent implementation of operating plans and materially adversely affect business, financial condition, or results of operations <sup>p. 25</sup>.
* A ''breach of covenants'' under the Term Loan Facility and Revolving Credit Facility could trigger an event of default, making all outstanding amounts immediately due and payable <sup>p. 25</sup>.
* InAccess anto eventcredit ofunder default,the ''assets''Revolving mayCredit beFacility insufficientis subject to repayconditions obligationsthat undermay creditlimit agreementsborrowing <sup>p. 25</sup>.
* Failure to satisfy conditions for the Revolving Credit Facility would prevent borrowing, potentially affecting liquidity, financial position, and results of operations <sup>p. 25</sup>.
* The ''current credit market environment'' and macro-economic challenges may adversely impact the ability to borrow sufficient funds or sell assets/equity to repay existing debt <sup>p. 25</sup>.
* A breach of covenants under the Term Loan Facility and Revolving Credit Facility could trigger an event of default <sup>p. 25</sup>.
* Upon an event of default, all outstanding amounts and accrued interest could be declared immediately due and payable by lenders <sup>p. 25</sup>.
* Assets may be insufficient to repay payments due under credit agreements if an event of default occurs <sup>p. 25</sup>.
* Current credit market environment and macro-economic challenges may adversely impact the ability to borrow sufficient funds or sell assets/equity to repay existing debt <sup>p. 25</sup>.
 
====== Risks Related to Our Operations ======
{{Indexing|Risks Related to Our Operations|Key personnel, security breaches, data loss, cyberattacks, IT failures, information technology and telecommunications systems, underwriting systems, claims systems, third-party systems, natural catastrophes, terrorist attacks, industrial accidents, computer viruses, hackers, employee misconduct, external hazards, data incident|w8ma8usdpx|v84q3tomll|3sevlm3ozh|zy07b9ocmk|kind=prose|order=30}}
 
* LossThe ofcompany's key personnel or inabilityability to attract and retain qualifiedexperienced and seasoned personnel couldis adverselycrucial affectfor theits companybusiness <sup>p. 26</sup>.
* The talent pool of talent for recruitment is limited and fluctuatessubject based onto market dynamics, potentially leading to increased compensation expectations and difficultydifficulties in retaining/ or recruiting key personnel <sup>p. 26</sup>.
* FailureLoss toof retainkey personnel or inability to attract talented personneltalent could preventadversely affect the company from maintaining its's competitive position in specialized markets, impactingand results of operations <sup>p. 26</sup>.
* ''SecurityThe breaches,business datais loss,highly cyberattacks,dependent on information technology and ITtelecommunications failures''systems couldfor disruptunderwriting, claims operationsprocessing, damagepolicy reputationpreparation, andpremium adverselyprocessing, affectactuarial businessfunctions, and financial resultsreporting <sup>p. 26</sup>.
* TheSome businesssystems ismay highly dependentrely on ''informationthird-party technologyservices andnot telecommunicationsunder systems'the company',s includingdirect underwriting and claims systemscontrol <sup>p. 26</sup>.
* Systems are used for interactions with brokers and insureds, underwriting, policy preparation, premium processing, actuarial modeling, claims processing and payments, and financial statement preparation <sup>p. 26</sup>.
* Some systems may include or rely on ''third-party systems'' not located on company premises or under its control <sup>p. 26</sup>.
* Events like natural catastrophes, terrorist attacks, industrial accidents, computer viruses, and cyber-attacks can cause system failures or inaccessibility <sup>p. 26</sup>.
* Sustained or repeated system failures could limit the company's ability to write/process new business, process renewals, provide customer service, pay claims, or operate normally <sup>p. 26</sup>.
* ''Computer viruses, hackers, employee misconduct, and other external hazards'' can expose systems to security breaches orand disruptionscyber-attacks <sup>p. 26</sup>.
* The company has implemented security measures but systems may still be subject to breaches or interference <sup>p. 26</sup>.
* A ''data incident'' occurred where attackers acquired certain company data, but an investigation determined it was immaterial, with no evidence of nation-state involvement, global hackers, or misuse of information <sup>p. 26</sup>.
* Future cybersecurity events could lead to operational disruptions, unauthorized access, todisclosure or loss of proprietary or customer 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 to the business <sup>p. 26</sup>.
* ''Third parties'' to whom functions are outsourced are also subject to these risks, and while their cybersecurity controls are reviewed, successful prevention of compromises or disclosures cannot be ensured <sup>p. 26</sup>.
* TheIncreased companyuse reviews and assessesof third-party providers'services cybersecurity(e.g., controlscloud buttechnology, cannotsoftware ensureas completea protectionservice) againstcan complicate identification and compromisesresponse orto disclosurescyberattacks <sup>p. 26</sup>.
* IncreasedThe userapid growth of ''third-partyartificial services''intelligence (e.g.,AI) cloudand technology,machine SaaS)learning canmay complicate identification andalter responsethe tocompetitive cyberattackslandscape <sup>p. 26</sup>.
* ''ArtificialThe intelligencecompany uses (AI) andfor machinerisk learning''selection, arepricing, evolvingand technologiesclaims thathandling mayand impactcontinues theto businessresearch and operationsimplement AI-based solutions <sup>p. 26</sup>.
* EmployeesThe usecompany's AIcompetitive forposition riskcould selection,be pricing,harmed andif claimscompetitors handlingleverage AI tosolutions improvemore effectivenessquickly andor efficiencyeffectively <sup>p. 26</sup>.
* If AI applications produce deficient, inaccurate, or biased content, analyses, or recommendations, the company's business, financial condition, results of operations, and reputation may be adversely affected <sup>p. 26</sup>.
* The company continues to research and implement AI-based solutions <sup>p. 26</sup>.
* The continuous evolution of AI technology may lead to costs for adopting and deploying technologies that become obsolete earlier than expected <sup>p. 26</sup>.
* Competitive position may be harmed if competitors leverage AI solutions more quickly or effectively <sup>p. 26</sup>.
* There is uncertainty in the legal and regulatory landscape for AI at federal and state levels <sup>p. 26</sup>.
* If AI applications produce deficient, inaccurate, or biased content, analyses, or recommendations, the business, financial condition, results of operations, and reputation could be adversely affected <sup>p. 26</sup>.
* Future laws, regulations, or industry standards for AI could be burdensome, costly, and restrict the company's ability to develop, adopt, and deploy AI technologies <sup>p. 26</sup>.
* Costs may be incurred to adopt and deploy AI technologies that could become obsolete earlier than expected <sup>p. 26</sup>.
* There is no assurance that desired or anticipated benefits from AI will be realized <sup>p. 26</sup>.
* ''Uncertainty exists in the legal and regulatory landscape'' at federal and state levels for AI use <sup>p. 26</sup>.
* New laws, regulations, or industry standards for AI could be burdensome, costly, or restrict the ability to develop, adopt, and deploy AI technologies <sup>p. 26</sup>.
* The company may not be able to manage its growth effectively <sup>p. 26</sup>.
* Future business growth may require additional capital, systems development, and skilled personnel <sup>p. 26</sup>.
* Failure to manage growth effectively, couldincluding materiallymeeting adverselycapital affectneeds, businessexpanding systems, financialoptimizing conditionhuman resources, and resultsintegrating ofacquisitions, operationscould materially adversely affect the business <sup>p. 26</sup>.
* ''InorganicSuccess of inorganic growth through acquisitions'' depends on identifying appropriate targets, negotiating favorable terms, completing transactions, 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>.
* The company has experienced rapid growth in recent years, but these rates may not be indicative of future growth <sup>p. 26</sup>.
* SustainingFuture revenue growth may not be sustainable at rates consistent with recent history is not guaranteed <sup>p. 26</sup>.
* Revenue growth depends on factors including effective product pricing, successful product deployment and renewals, attracting/retaining qualified personnelunderwriters and claims professionals, enhancing infrastructure/ and data reporting systems, creating new distribution channels, introducing new products, competing effectively, and increasing brand awareness <sup>p. 26</sup>.
* Failure to accomplish these objectives makes forecasting future results of operations difficult <sup>p. 26</sup>.
* Historical growth raterates should not be considered indicative of future performance and may decline <sup>p. 26</sup>.
* RevenueFuture revenue could grow more slowly or decline, and operating expenses could increase, potentially harming the business inand futurepreventing periodsprofitability <sup>p. 26</sup>.
* The acquisition and integration of Apollo, completed on January 1, 2026, may adversely affect the business <sup>p. 26</sup>.
* Operating expenses are expected to increase, and if revenue growth does not offset these increases, business, financial position, and results of operations could be harmed, potentially preventing profitability <sup>p. 26</sup>.
* The ''Apollo acquisition andis integrationexpected ofto Apollo''provide maystrategic adverselybenefits, affectexpand business,specialty financialinsurance conditioncapabilities, and resultsenhance presence in the ofLloyd’s operationsmarket <sup>p. 26</sup>.
* Integration risks include challenges in combining operations, systems, technology platforms, and personnel, potentially diverting management attention, disrupting business, and incurring unexpected costs or delays <sup>p. 26</sup>.
* The acquisition of Apollo was completed on January 1, 2026 <sup>p. 26</sup>.
* The acquisitionThere is expectedno toassurance providethat strategicanticipated benefits from the acquisition, expandsuch specialtyas insurancegrowth capabilitiesopportunities, andwill enhancebe presencerealized inwithin the Lloyd’sexpected timeframe or at marketall <sup>p. 26</sup>.
* ''IntegrationThe risks''success includeof challengesthe inacquisition integratingdepends Apollo’son operations,retaining systems,key technologyApollo platformsemployees, partners, and personnelcustomers, with loss potentially divertingnegatively managementimpacting attention,the disruptingacquired business, and incurringoverall unexpected costs or delaysoperations <sup>p. 26</sup>.
* ThereCultural isand nooperational assurancedifferences thatbetween growththe opportunitiescompany orand otherApollo, benefitsparticularly fromregarding the acquisitionLloyd’s willmarket, bemay realizedcreate within thechallenges expectedin timeframeharmonizing orpolicies atand allprocedures <sup>p. 26</sup>.
* Financial and accounting risks include significant changes to financial statements, recognition of goodwill and intangible assets subject to impairment, undisclosed liabilities or risks, and the need to convert Apollo's U.K. GAAP financial statements to U.S. GAAP <sup>p. 26</sup>.
* Failure to achieve anticipated benefits could adversely affect results of operations and financial condition <sup>p. 26</sup>.
* Regulatory and compliance risks increase due to expansion into new jurisdictions and markets, including the Lloyd’s market, potentially leading to fines or penalties for non-compliance <sup>p. 26</sup>.
* ''Retention of key Apollo employees, partners, and customers'' is crucial for the acquisition's success <sup>p. 26</sup>.
* LossAdditional ofindebtedness keyincurred personnelfor orthe business relationshipsacquisition could negativelylimit impactfinancial theflexibility valueor ofincrease the acquiredcost business and overallof operationscapital <sup>p. 26</sup>.
* The integration process may divert management's attention from existing business, negatively impacting ongoing operations and financial performance <sup>p. 26</sup>.
* ''Cultural and operational differences'' between Apollo (operating in the Lloyd’s market) and the company may create challenges in harmonizing policies and procedures <sup>p. 26</sup>.
* Failure to successfully integrate Apollo, realize anticipated benefits, or manage expanded business risks could materially and adversely affect the company <sup>p. 26</sup>.
* ''Financial and accounting risks'' include significant changes to financial statements, recognition of goodwill and other intangible assets subject to impairment, undisclosed liabilities or risks, and the need to convert Apollo’s U.K. GAAP financial statements to U.S. GAAP <sup>p. 26</sup>.
* ''RegulatoryThe andcompany compliancecontinually faces risks'' increaseassociated duewith tovarious expansiontypes intoof newlitigation, jurisdictionsincluding insurance claims and markets,general includingcommercial theand Lloyd’scorporate marketlitigation <sup>p. 26</sup>.
* While not currently involved in out-of-the-ordinary litigation, other insurance industry members face class action lawsuits and other litigation with unpredictable outcomes and substantial or indeterminate amounts <sup>p. 26</sup>.
* Failure to comply with applicable laws and regulations could result in fines, penalties, or other adverse consequences <sup>p. 26</sup>.
* Social inflation, particularly in third-party claims, can lead to oversized judgments <sup>p. 26</sup>.
* ''Indebtedness and financial flexibility'' are impacted by additional indebtedness incurred for the acquisition, which could limit financial flexibility or increase the cost of capital <sup>p. 26</sup>.
* The integration process may ''distract management'' from existing business, negatively impacting ongoing operations and financial performance <sup>p. 26</sup>.
* Inability to successfully integrate Apollo, realize anticipated benefits, or manage risks could materially and adversely affect business, financial condition, and results of operations <sup>p. 26</sup>.
* ''Litigation risks'' are continually faced, including disputes relating to insurance claims and general commercial/corporate litigation <sup>p. 26</sup>.
* The company is not currently involved in out-of-the-ordinary litigation with customers <sup>p. 26</sup>.
* Other insurance industry members face class action lawsuits and other litigation with substantial or indeterminate amounts, and 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 when cases do not reach judgment <sup>p. 26</sup>.
* Litigation issues include insurance and claim settlement practices <sup>p. 26</sup>.
* The company cannot predict future involvement in such litigation or its impact on the business <sup>p. 26</sup>.
* The company relies on services and products from many vendors in the United States and abroad, including those for computer hardware, software, claim adjustment, human resource benefits management, and investment management <sup>p. 26</sup>.
* ''Loss of key vendor relationships'' or failure of a vendor to protect data could affect operations <sup>p. 26</sup>.
* The company relies on services and products from many vendors in the United States and abroad, including computer hardware/software, claim adjustment, HR benefits management, 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 and understandvendor risks, andincluding costssecurity in third-partyand relationshipsstability, could materially and adversely affect financial condition and results of operations <sup>p. 26</sup>.
* The company anticipates continued reliance on ''third-party software'' <sup>p. 26</sup>.
* While commercially reasonable alternatives to current licensed third-party software are believed to exist, this may not always be the case, or replacement could be difficult or costly <sup>p. 26</sup>.
* Integration of new third-party software may require significant work, and investment of time, and resources <sup>p. 26</sup>.
* Obtaining license agreements for additional or alternative third-party software may not be possible on commercially reasonable terms or available at all <sup>p. 26</sup>.
* Many risksRisks associated with third-party software use cannot be eliminated and could negatively affect the business <sup>p. 26</sup>.
* The company may fail or be unable to protect its ''intellectual property rights'' for its proprietary technology platform and brand, or may face infringement lawsuits <sup>p. 26</sup>.
* TheSuccess companyand mayability beto suedcompete bydepend thirdpartly partieson forintellectual allegedproperty, infringementincluding ofbrand theirrights and proprietary rightstechnology in certain product lines <sup>p. 26</sup>.
* SuccessThe andcompany abilityprimarily torelies competeon dependcopyright partlyand ontrade intellectualsecret propertylaws, including brand rights and proprietaryconfidentiality technologyagreements usedto inprotect certainintellectual productproperty linesrights <sup>p. 26</sup>.
* Protection primarily relies on copyright and trade secret laws, and confidentiality agreements with employees, customers, service providers, and partners <sup>p. 26</sup>.
* Steps taken to protect intellectual property may be inadequate <sup>p. 26</sup>.
* Efforts to enforce intellectual property rights may face defenses, counterclaims, and countersuits challenging validity, enforceability, and scope <sup>p. 26</sup>.
* Failure to secure, protect, and enforce intellectual property rights could adversely affect the brand and business <sup>p. 26</sup>.
* Success also depends partly on not infringing on the intellectual property rights of others <sup>p. 26</sup>.
* CompetitorsThird and other entitiesparties may ownclaim orinfringement claimof their intellectual property relatedrights, potentially leading to thesignificant industryexpenses, substantial damages, ongoing royalty payments, prevention from offering services, or companyother unfavorable terms <sup>p. 26</sup>.
* Future claims of infringement by third parties are possible, and the company may be found to be infringing <sup>p. 26</sup>.
* Claims or litigation could incur significant expenses, require substantial damages or royalty payments, prevent service offerings, or impose unfavorable terms <sup>p. 26</sup>.
* Even if successful in a dispute, litigation could be costly, time-consuming, and divert management attention <sup>p. 26</sup>.
 
====== Risks Related to Ownership of Our Common Stock ======
{{Indexing|Risks Related to Ownership of Our Common Stock|Public company costs, compliance initiatives, federal securities laws, Sarbanes-Oxley Act, Dodd-Frank Act, SEC, Nasdaq, financial statements, disclosure, financial controls, corporate governance, Section 404, internal control over financial reporting, accounting and finance staff, internal audit services|ch7st6ifed|l96bfbct4s|kind=prose|order=31}}
 
* The company expects to incur increased costs asand amanagement publictime companydue andto itsoperating managementas devotesa substantialpublic time to compliance initiativescompany <sup>p. 27</sup>.
* As a public company, particularly aand large accelerated filer, the company incurs significant legal, accounting, and other expenses not present as a private company <sup>p. 27</sup>.
* Federal securities laws, including the Sarbanes-Oxley Act and Dodd-Frank Act, and rules by the SEC/Nasdaq and Nasdaq,rules impose requirements on public companies, forincreasing filingcompliance reports and maintaining effective disclosure, financial controls,costs and corporatemanagement governancetime <sup>p. 27</sup>.
* These regulations increase compliance costs, make activities more time-consuming, and require substantial management and personnel time <sup>p. 27</sup>.
* The company may not be able to produce reliable financial statements or file them timely with the SEC, or comply with Nasdaq listing requirements <sup>p. 27</sup>.
* Pursuant to Section 404 of the Sarbanes-Oxley Act, the company must perform system and process evaluation and testing of its internal control over financial reporting <sup>p. 27</sup>.
* Compliance with Section 404 requires substantial accounting expense and significant management effortseffort, including maintaining staff and consultants with public company reporting, technical accounting, and internal control knowledge <sup>p. 27</sup>.
* The company mustengages maintainin accountinga and finance staffcostly and consultantschallenging withprocess publicto companydocument reporting,and technical accounting, andevaluate internal control knowledgeover financial reporting to satisfycomply with Section 404 requirements and provide internal audit services <sup>p. 27</sup>.
* TheThere processis toa documentrisk andthat evaluateneither the company nor its independent registered public accounting firm will conclude that internal control over financial reporting is costlyeffective andwithin challenging,the requiringprescribed dedicatedtimeframe, internalpotentially resources,leading outsideto consultants,adverse andfinancial amarket reactions detailedor workSEC planinvestigations <sup>p. 27</sup>.
* 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 an adverse reaction in financial markets or SEC investigations <sup>p. 27</sup>.
* As a public company, the company must maintain disclosure controls and procedures designed to ensure timely and accurate reporting of information required by the Exchange Act <sup>p. 27</sup>.
* The company's doesdisclosure notcontrols expectand its disclosure controlsprocedures or internal control over financial reporting tomay not prevent or detect all errors and fraud, as control systems provide only reasonable, not absolute, assurance <sup>p. 27</sup>.
* InherentDue limitationsto ininherent control systems meanlimitations, misstatements due to error or fraud may occur and not be detected <sup>p. 27</sup>.
* FailureIf the company is unable to achieve and maintain effective internal controls, asits requiredoperating byresults Sectionand 404financial ofcondition thecould Sarbanes-Oxleybe Actharmed, could harm operating results and financialthe condition,market andprice negativelyof affect theits common stock pricenegatively affected <sup>p. 27</sup>.
* The company is required tomust document and test internal control procedures to satisfy Section 404(b) of the Sarbanes-Oxley Act, which mandatesrequiring annual management assessments of internal control effectiveness <sup>p. 27</sup>.
* AssessmentsDuring assessments, the company may identify deficiencies that cannot be remediated timely, and testing/maintaining internal controls may divert management's attention <sup>p. 27</sup>.
* InabilityIf tothe concludecompany onconcludes an ongoing basis thatits internal control over financial reporting is not effective could lead to significant, remediation costs and scope,operational andeffects impedecould timelybe and accurate SEC filingssignificant <sup>p. 27</sup>.
* Any materialMaterial weaknesses or deficiencies couldin causeinternal investorscontrol tocould loseimpede confidencetimely orand leadaccurate toSEC Nasdaqreporting, listingpotentially suspension/termination,causing negativelyloss affectingof theinvestor commonconfidence stockor tradingNasdaq pricelisting suspension/termination <sup>p. 27</sup>.
* AThe company identified a material weakness in its internal control over information technology general controls ("ITGCs") was identified as of December 31, 2024, andwhich was remediated as ofby December 31, 2025 <sup>p. 27</sup>.
* Failure to maintain an effective system of internal controls could adversely affect the market price of the common stock <sup>p. 27</sup>.
* The effectiveness of controls is subject to inherent limitations, and eventhere anis effectiveno ITGCassurance systemcontrols provideswill onlyprevent reasonableor assurancedetect all misstatements <sup>p. 27</sup>.
* An effective system of internal control over ITGCs provides only reasonable, not absolute, assurance <sup>p. 27</sup>.
* Management, with the CEO, CFO, and CIO/CTO, identified control deficiencies over ITGCs 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>.
* Management, with the CEO, CFO, and CIO/CTO, identified control deficiencies over ITGCs during fiscal year ended December 31, 2024, constituting a material weakness as described in "ITEM 9A. CONTROLS & PROCEDURES" of the 2024 Annual Report on Form 10-K <sup>p. 27</sup>.
* Measures have been taken to remediate the material weakness, and it is believed to be remediated <sup>p. 27</sup>.
* The company has taken measures to remediate the material weakness and believes it is remediated <sup>p. 27</sup>.
* Identification of additional material weaknesses or significant deficiencies could prevent timely and reliable financial information, lead to incorrect reporting, and result in adverse actions by shareholders, Nasdaq, SEC, or other regulators <sup>p. 27</sup>.
* MaterialIf additional material weaknesses or significant deficiencies couldare adverselyidentified, affectthe reputationcompany ormay investorbe perceptions,unable negativelyto impactingprovide thetimely tradingand pricereliable offinancial commoninformation shares,or andmay incur additionalincorrectly remediationreport costsit <sup>p. 27</sup>.
* Untimely financial statement filings could lead to adverse action by shareholders, Nasdaq, the SEC, or other regulatory authorities <sup>p. 27</sup>.
* There is no assurance that additional material weaknesses or restatements of financial results will not arise in the future due to inadequate internal controls <sup>p. 27</sup>.
* Material weaknesses or significant deficiencies could negatively affect reputation or investor perceptions, impacting the common share trading price, and incur additional remediation costs <sup>p. 27</sup>.
* Current controls and procedures may not be adequate to prevent or identify irregularities or errors or facilitate fair presentation of financial statements in the future <sup>p. 27</sup>.
* The company's operatingcannot resultsassure andthat stockadditional pricematerial mayweaknesses beor volatilerestatements orwill not declinearise regardlessin ofthe operatingfuture performance,due riskingto lossinadequate ofinternal investmentcontrols <sup>p. 27</sup>.
* Current controls and procedures may not be adequate in the future to prevent or identify irregularities/errors or facilitate fair financial statement presentation <sup>p. 27</sup>.
* As a public company, the market price of common stock has been and is likely to remain highly volatile due to many factors beyond control <sup>p. 27</sup>.
* The company's operating results and stock price may be volatile or decline regardless of operating performance, leading to potential loss of investment <sup>p. 27</sup>.
* The market price of the common stock has been and is likely to remain highly volatile due to factors beyond the company's control <sup>p. 27</sup>.
* Securities markets worldwide have experienced significant price and volume fluctuations, which, along with general economic, market, or political conditions, could cause wide price fluctuations in the company's shares <sup>p. 27</sup>.
* Investment in the common stock is considered risky, suitablerequiring onlytolerance for those who can withstand significant loss and wide market value fluctuations <sup>p. 27</sup>.
* Factors affecting stock price include:
* Factors affecting stock price include: market conditions, fluctuations in quarterly financial/operating results, new products/services by the company or competitors, securities analysts' reports/recommendations, results varying from expectations, short sales/hedging, guidance provided, strategic actions, announcements by the company/competitors/acquisition targets, sales of large blocks of stock, changes in Board/management/key personnel, regulatory/legal/political developments, public response to announcements, litigation/governmental investigations, changing economic conditions (including social inflation), changes in accounting principles, indebtedness/future securities issuance, default under debt agreements, exposure to capital/credit market risks, changes in credit ratings, and other events like natural disasters, war, or terrorism <sup>p. 27</sup>.
** ''Market conditions'' in the broader stock market <sup>p. 27</sup>.
* Securities markets have experienced extreme price and volume fluctuations often unrelated to operating performance, meaning investors may not resell shares at or above purchase price <sup>p. 27</sup>.
** ''Fluctuations'' in quarterly financial and operating results <sup>p. 27</sup>.
* Broad market fluctuations and general market, economic, and political conditions (e.g., recessions, loss of investor confidence, interest rate changes) may negatively affect the common stock price <sup>p. 27</sup>.
** ''Introduction of new products or services'' by the company or competitors <sup>p. 27</sup>.
* Extreme price and volume fluctuations in stock markets, including Nasdaq, could cause the stock price to fall and expose the company to costly securities class action litigation, diverting management's attention and resources <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 the 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 of Directors, 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 by the company or third parties, including SEC filings <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 the 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>.
* Stock markets, including Nasdaq, have experienced extreme price and volume fluctuations unrelated to company operating performance <sup>p. 27</sup>.
* These broad market fluctuations, and general market, economic, and political conditions, may negatively affect the common stock price <sup>p. 27</sup>.
* 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 has the authority to change underwriting guidelines or strategy without stockholder notice or approval <sup>p. 27</sup>.
* FundamentalThis allows fundamental changes to operations may occur 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 in organizational documents, Delaware law, and federal/state regulations maycould discourage, delay,prevent or preventdelay a beneficial change of control and limit share price <sup>p. 27</sup>.
* Provisions in the certificate of incorporation and by-laws, and applicable laws, may discourage, delay, or prevent mergers, tender offers, or other change of control events <sup>p. 27</sup>.
* These provisions impose procedural requirements that could make certain corporate actions more difficult for shareholders and adversely affect the common stock price <sup>p. 27</sup>.
* These provisions impose procedural requirements that could make it more difficult for shareholders to effect certain corporate actions, potentially adversely affecting the common stock price <sup>p. 27</sup>.
* Charter documents permit the Board of Directors to establish the number of directors and fill vacancies <sup>p. 27</sup>.
* TheCharter documents permit the ''Board of Directors'' willto beestablish classifiedthe intonumber threeof classes with staggered, three-year terms,directors and directors may only be removedfill forvacancies/new causedirectorships <sup>p. 27</sup>.
* The ''Board of Directors'' will be classified into three classes with staggered, three-year terms, and directors may only be removed for cause <sup>p. 27</sup>.
* Super-majority voting is required to amend provisions in the certificate of incorporation and bylaws <sup>p. 27</sup>.
* ''Super-majority voting'' is required to amend provisions in the certificate of incorporation and bylaws <sup>p. 27</sup>.
* Blank-check preferred stock, with terms set by the Board, could delay or prevent transactions or changes in control that might offer a premium price for common stock <sup>p. 27</sup>.
* ''Blank-check preferred stock'' allows the Board to set preference rights and terms, potentially delaying or preventing transactions or changes in control that might benefit stockholders <sup>p. 27</sup>.
* The ability of stockholders to call special meetings is eliminated <sup>p. 27</sup>.
* SpecialThe meetings''ability of stockholders canto onlycall bespecial called by the Board of Directors, the chairman of the Board, or the chiefmeetings'' executiveis officereliminated <sup>p. 27</sup>.
* ''Special meetings'' of stockholders can only be called by the Board of Directors, the chairman, or the chief executive officer <sup>p. 27</sup>.
* Stockholder consent action by other than unanimous written consent is prohibited <sup>p. 27</sup>.
* ''Stockholder consent action'' is prohibited unless by unanimous written consent <sup>p. 27</sup>.
* Vacancies on the Board of Directors may be filled only by a majority of directors then in office, even if less than a quorum <sup>p. 27</sup>.
* Cumulative''Vacancies voting inon the electionBoard of Directors'' may be filled only by a majority of directors isthen in office, even if less than a prohibitedquorum <sup>p. 27</sup>.
* ''Cumulative voting'' in the election of directors is prohibited <sup>p. 27</sup>.
* Advance notice requirements are established for nominations to the Board or for proposing matters at annual stockholder meetings <sup>p. 27</sup>.
* ''Advance notice requirements'' are established for nominations to the Board or for proposing matters at annual stockholder meetings <sup>p. 27</sup>.
* As a Delaware corporation, the company is subject to Section 203 of the Delaware General Corporation Law, which may prohibit large stockholders (15% or more of voting stock) from merging or combining with the company for a period <sup>p. 27</sup>.
* TheAs certificatea ofDelaware incorporationcorporation, andthe bylawscompany designateis thesubject Courtto of''Section Chancery203 of the StateDelaware ofGeneral DelawareCorporation asLaw'', thewhich exclusivemay forumprohibit forlarge substantiallystockholders all(owning disputes15% betweenor more) from merging or combining with the company andfor itsa stockholdersperiod <sup>p. 27</sup>.
* 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>.
* This could limit stockholders' ability to obtain a favorable judicial forum for disputes with the company or its directors, officers, or employees <sup>p. 27</sup>.
* The ''exclusive forum'' applies to:
* The exclusive forum applies to derivative actions, claims of breach of fiduciary duty, actions arising under DGCL or charter/bylaws, actions to interpret charter/bylaws, and actions governed by the internal affairs doctrine <sup>p. 27</sup>.
** Any derivative action or proceeding brought on the company's behalf <sup>p. 27</sup>.
* The certificate of incorporation and bylaws also state that federal district courts of the United States are the sole and exclusive forum for Securities Act claims, unless the company consents otherwise <sup>p. 27</sup>.
** Any action asserting a claim of breach of fiduciary duty by directors, officers, employees, agents, or stockholders <sup>p. 27</sup>.
* There is uncertainty whether a court would enforce the exclusive forum provision for Securities Act claims, as Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts <sup>p. 27</sup>.
** Any action asserting a claim arising under the DGCL or the certificate of incorporation/bylaws, or where the DGCL confers jurisdiction on the Court of Chancery <sup>p. 27</sup>.
* Stockholders will not be deemed to have waived compliance with federal securities laws and regulations <sup>p. 27</sup>.
** ThisAny exclusiveaction forumto provision would notinterpret, apply, toenforce, suitsor enforcingdetermine duties/liabilitiesthe createdvalidity byof the Exchangecertificate Actof incorporation or other claims where federal courts have exclusive jurisdictionbylaws <sup>p. 27</sup>.
** Any action asserting a claim governed by the internal affairs doctrine <sup>p. 27</sup>.
* If enforced, this choice of forum provision may limit a stockholder's ability to bring a claim in a preferred judicial forum, potentially discouraging lawsuits <sup>p. 27</sup>.
* Unless the company consents in writing, the ''federal district courts of the United States of America'' are the sole and exclusive forum for resolutions of any complaint asserting a cause of action under the Securities Act <sup>p. 27</sup>.
* There is uncertainty whether a court would enforce this provision, and stockholders are not deemed to have waived compliance with federal securities laws <sup>p. 27</sup>.
* This exclusive forum provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or other claims with exclusive federal jurisdiction <sup>p. 27</sup>.
* If enforced, this choice of forum provision may limit a stockholder's ability to bring a claim in a favorable judicial forum, potentially discouraging lawsuits <sup>p. 27</sup>.
* If a court finds the choice of forum provision inapplicable or unenforceable, the company may incur additional costs resolving actions in other jurisdictions, which could materially adversely affect its business, financial condition, or results of operations <sup>p. 27</sup>.
 
Line 1,228 ⟶ 1,208:
 
* ''IT Systems'' are central to nearly all business operations, including internal/external communications, document/record management, and shared work environments <sup>p. 28</sup>.
* ''Crisis Response Plan (CRP)'' is implemented to efficiently and effectively respond to cybersecurity incidents and threats, forming an importanta component of the overall ERM strategy <sup>p. 28</sup>.
* ''ManagementCybersecurity andrisk IT personnelmanagement'' haveprocesses implementedare processesintegrated forinto assessing,overall identifying,risk managingmanagement, andincluding escalatingannual materialevaluation cybersecurityby risks,the integrated into overallenterprise risk management committee <sup>p. 28</sup>.
* ''Cybersecurity risks'' are included in the risk universe evaluated annually by the enterprise risk management committee <sup>p. 28</sup>.
* ''Risk owners'' are assigned to develop and track mitigation plans for heightened cybersecurity risks identified by the ERM process <sup>p. 28</sup>.
* ''Security events and data incidents'' are evaluated, ranked by severity, prioritized for response/remediation, and reviewed for materiality, operational/business impact, and privacy impact <sup>p. 28</sup>.
Line 1,236 ⟶ 1,215:
* ''Company-wide policies and procedures'' address cybersecurity matters, including encryption standards, antivirus protection, remote access, multifactor authentication, confidential information, and internet/social media/email use <sup>p. 28</sup>.
* ''Detailed crisis response playbook'' is followed in the event of an incident <sup>p. 28</sup>.
* ''Investments in IT security'' have expanded, including additional end-user training, layered defenses, critical asset identification/protection, strengthened monitoring/alerting, and expert engagement <sup>p. 28</sup>.
* ''Defenses are regularly tested'' through simulations, andtechnical drills at a technical level (including penetration tests), and byreviews reviewingof operational policies/procedures with third-party experts <sup>p. 28</sup>.
* ''IT security team'' monitors alerts, discusses threat levels, /trends, and /remediation, prepares a quarterly cyber scorecard, collects data on cybersecurity threats/risk areas, and conducts an annual risk assessmentassessments <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>.
* ''OutsideExternal cybersecurity legal counsel'' would consult and coordinate with other third parties, (including communication/notification), cybersecurityand vendors (investigationnotification, recovery, restoration), cybersecurity experts (incident validation, ransomware assistance), and cybersecurity insurance providers in the event of an incident <sup>p. 28</sup>.
* ''Cybersecurity vendors'' would perform investigation services and assist with recovery/restoration of impacted IT System services <sup>p. 28</sup>.
* ''Processes are implemented'' 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 experts'' would 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 implemented to oversee and identify risks'' from cybersecurity threats associated with key third-party service providers <sup>p. 28</sup>.
* ''Third-party service providers'' are required to provide SOC-1 or SOC-2 reports and cybersecurity/disaster recovery plans <sup>p. 28</sup>.
* ''Cybersecurity risk management and strategy processes'' are overseen by leaders from the Information Security Team, with assistance from Compliance and Legal teams <sup>p. 28</sup>.
* ''IndividualsInformation overseeingSecurity cybersecurityTeam leaders'' have decades of experience in IT roles, including security, auditing, compliance, systems, and programming <sup>p. 28</sup>.
* ''These individuals'' monitor prevention, mitigation, detection, and remediation of cybersecurity incidents through their management and participation in risk management processes, includingand the crisis response plan operation, and report to the Risk Committee <sup>p. 28</sup>.
* ''The Risk Committee of the Board of Directors'' oversees cybersecurity strategy, reviews cybersecurity and other IT risks, controls, and procedures, and receives periodic updatesreports from managementthese individuals on cybersecurity measureappropriate adequacy/effectivenessitems <sup>p. 28</sup>.
* ''ReviewRisk byCommittee of the RiskBoard Committeeof Directors'' includesoversees thoroughcybersecurity discussionstrategy, ofreviews cybersecurity threatand other IT risks/controls/procedures, and theirreceives potentialperiodic operationalupdates from management on cybersecurity impactmeasures <sup>p. 28</sup>.
* ''Review by the Risk Committee'' includes discussion of risks from cybersecurity threats and their potential operational impact <sup>p. 28</sup>.
* ''Separate process for communicating with the Risk Committee'' is instituted for specific cybersecurity incidents <sup>p. 28</sup>.
* ''Crisis Management Team members'' would provide initial awareness communication of an incident to the CEO/Chair of the Board, who would then inform the Chair of the Risk Committee <sup>p. 28</sup>.
Line 1,255 ⟶ 1,239:
== Properties ==
 
* The company leases its primary''Primary executive offices'' and insurance operations are leased in Houston, Texas <sup>p. 29</sup>.
* The leasedHouston office space in Houston isoccupies approximately ''20,400 square feet'' <sup>p. 29</sup>.
* The lease for the Houston office space expires in ''2029'' <sup>p. 29</sup>.
* TheAdditional companyoffice leasesspace additionalis office spaceleased as neededappropriate <sup>p. 29</sup>.
* Management considers the current office facilities suitable and adequate for current operations <sup>p. 29</sup>.
 
== Legal Proceedings ==
 
* The company is involved in legal proceedings that occur in the ordinary course of business <sup>p. 30</sup>.
* The company believes that the outcome of these legal matters, both individually and in aggregate, will not materially adversely affect its consolidated financial position <sup>p. 30</sup>.
 
== Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ==
Line 1,270 ⟶ 1,254:
* ''Common shares'' began trading on the NASDAQ Global Select Market under the symbol "SKWD" on January 13, 2023 <sup>p. 31</sup>.
* Prior to January 13, 2023, there was no public market for the company's common shares <sup>p. 31</sup>.
* As of February 26, 2026, there were approximately ''117 holders of record'' of the company's common stock <sup>p. 31</sup>.
* TheThis number of holders of record does not represent the total number of stockholders duebecause tomany shares beingare held by brokers and other institutions on behalf of stockholders <sup>p. 31</sup>.
 
{{Indexing|====== Securities Authorized for Issuance Under Equity Compensation Plans|Equity compensation plans, definitive proxy statement, SEC, 2026 Annual Meeting of Stockholders, 2026 Proxy Statement, Part III|ch7st6ifed|kind=prose|order=32}}====
 
* Information regarding equity compensation plans will be included in the definitive proxy statement filed with the SEC for the 2026 Annual Meeting of Stockholders ("2026 Proxy Statement") and is incorporated by reference <sup>p. 32</sup>.
* ThisRefer informationto isPart incorporatedIII byfor referencedetails intoon thesecurities currentauthorized documentfor issuance under equity compensation plans <sup>p. 32</sup>.
* Part III of the document contains information on securities authorized for issuance under equity compensation plans <sup>p. 32</sup>.
 
====== Recent Sales of Unregistered Equity Securities ======
{{Indexing|Recent Sales of Unregistered Equity Securities|Unregistered securities, Annual Report on Form 10-K, Apollo acquisition, Apollo SPAs, unregistered shares|ch7st6ifed|c5r2rmwxo6|kind=prose|order=33|f1=Apollo acquisition payment|v1=$555.0 million|f2=Apollo acquisition cash payment|v2=$371.0 million|f3=Unregistered shares issued for Apollo acquisition|v3=3,679,332}}
 
* ''UnregisteredInformation is provided regarding securities'' informationissued isor providedgranted by the company that were not registered under the Securities Act forduring the period covered by this Annual Report on Form 10-K <sup>p. 33</sup>.
* On ''January 1, 2026'', the company paid approximately ''$555.0 million'' for the Apollo acquisition, as per the Apollo SPAs <sup>p. 33</sup>.
* The payment for the Apollo acquisition included ''$371.0 million'' in cash'' <sup>p. 33</sup>.
* The payment also included the issuance of ''3,679,332'' unregistered shares'' of the Company’s common stock <sup>p. 33</sup>.
 
====== Performance Graph ======
{{Indexing|Performance Graph|Cumulative total shareholder return, common stock, Nasdaq Composite Index, Nasdaq Insurance Index, comparison period, initial investment, historical results, future performance, soliciting material, Section 18 of the Exchange Act, Securities Act|ch7st6ifed|kind=prose|order=34|f1=Comparison period start|v1=January 13, 2023|f2=Comparison period end|v2=December 31, 2025|f3=Initial investment|v3=$100|f4=Skyward Specialty Insurance Group, Inc. cumulative total return (Jan 13, 2023)|v4=$100.00|f5=Skyward Specialty Insurance Group, Inc. cumulative total return (Dec 31, 2023)|v5=$175.00|f6=Skyward Specialty Insurance Group, Inc. cumulative total return (Dec 31, 2024)|v6=$265.00|f7=Skyward Specialty Insurance Group, Inc. cumulative total return (Dec 31, 2025)|v7=$268.00}}
 
* The performance graph compares the cumulative total shareholder return of an investment in theSkyward company'sSpecialty Insurance Group, Inc. common stock, the Nasdaq Composite Index, and the Nasdaq Insurance Index <sup>p. 34</sup>.
* The comparison period beginsis from January 13, 2023, which is (the date the company's common stock began trading on Nasdaq, and extends) through December 31, 2025 <sup>p. 34</sup>.
* AnThe graph assumes an initial investment of $100 is assumed for the graph <sup>p. 34</sup>.
* The returnsReturns are based on historical results and 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, nor is it subject to liabilities under that Section <sup>p. 34</sup>.
* The graph is not subjectdeemed to liabilitiesbe underincorporated Sectionby 18reference ofinto any filings under the ExchangeSecurities Act <sup>p. 34</sup>.
* ''Skyward Specialty Insurance Group, Inc. (Blue Line) performance'':
* The graph is not deemed to be incorporated by reference into any of the company's 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 $175177.00 <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(Magenta totalLine) returnperformance'':
** January 13, 2023: $100.00 <sup>p. 34</sup>
** December 31, 2023: Approximately $138.00 <sup>p. 34</sup>
** December 31, 2024: Approximately $173174.00 <sup>p. 34</sup>
** December 31, 2025: Approximately $210.00 <sup>p. 34</sup>
* ''Nasdaq Insurance Index cumulative(Cyan totalLine) returnperformance'':
** 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 $129128.00 <sup>p. 34</sup>
 
{{Indexing|Stock performance of====== Skyward Specialty Insurance Group, Inc.stock andprice versus indices|Stock performance, Skyward Specialty Insurance Group, Inc., Nasdaq Composite Index, Nasdaq Insurance Index|ch7st6ifed|kind=table|order=35}}====
 
<div style="overflow-x:auto">
Line 1,345 ⟶ 1,327:
== Management’s Discussion and Analysis of Financial Condition and Results of Operations ==
 
====== Overview ======
{{Indexing|Overview|Specialty insurance provider, commercial P&C products, United States, non-admitted (E&S), admitted bases, underserved markets, dislocated markets, underwriting solutions, claims capabilities, portfolio of insured risks, industries, distribution channels, lines of business, general liability, excess liability, professional liability, cyber liability, media liability, commercial auto, group accident and health, property, agriculture, credit, surety, workers’ compensation, short duration liabilities, medium duration liabilities, primary insurance, specialty reinsurance, underwriting and claims expertise, Rule Our Niche strategy, market niches, competitive moat, risk selection, pricing, analytics|4cr8sbi842|lht8rybaqk|8c6rwjjmzf|mz4ournjwh|kind=prose|order=36}}
 
* TheSkyward companySpecialty Insurance Group is a growing specialty insurance providercompany ofproviding commercial P&C products and solutions, primarily in the United States, on both non-admitted (E&S) and admitted bases, primarily in the United States <sup>p. 35</sup>.
* The company focuses on underserved, dislocated, markets or marketsthose where standard insurance coverages are insufficient for businesses <sup>p. 35</sup>.
* Customers typically require highly specialized, customized underwriting solutions and claims capabilities <sup>p. 35</sup>.
* The company's portfoliodevelops ofand insureddelivers riskstailored isinsurance highlyproducts diversifiedand across industries, distribution channels, andservices linesfor ofniche businessmarkets <sup>p. 35</sup>.
* The portfolio of insured risks is highly diversified, covering various industries, distribution channels, and lines of business <sup>p. 35</sup>.
* ''Lines of business'' include general liability, excess liability, professional liability (cyber and media liability), commercial auto, group accident and health, property, agriculture, credit, surety, and workers’ compensation <sup>p. 35</sup>.
* Lines of business include general liability, excess liability, professional liability (cyber and media liability), commercial auto, group accident and health, property, agriculture, credit, surety, and workers’ compensation <sup>p. 35</sup>.
* The company insures both short and medium duration liabilities <sup>p. 35</sup>.
* The business mix is principally primary insurance, balanced between E&S and admitted markets <sup>p. 35</sup>.
* A portion of the business is ''specialty reinsurance'', primarily in agriculture and credit, focused on attractive specialty classes where reinsurance offersis more efficient marketdue to factors like cost of entry and geographic expansion <sup>p. 35</sup>.
* This diversification, including businesses not typically aligned with traditional P&C pricing cycles, combined with underwriting and claims expertise, aims forto produce consistent strong growth and profitability across all insurance pricing cycles <sup>p. 35</sup>.
* The company's strategy, "Rule Our Niche," focusesaims onto leadinglead in chosen market niches and establishingestablish sustainable competitive positions <sup>p. 35</sup>.
* This strategy aimsforms tothe buildbasis for building a strong defensible market position, createcreating a competitive moat, and achieve best-in-class underwriting results through P&C insurancewinning pricingchosen cyclesmarkets <sup>p. 35</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. 35</sup>.
* The company strives for excellence in risk selection, pricing, and claims outcomes, amplified by advanced technology and analytics <sup>p. 35</sup>.
* In the ''first quarter of 2025'', theunderwriting companydivisions were updated its underwriting divisions to align with management oversight, resource allocation, and operating performance evaluation <sup>p. 35</sup>.
* A ''ninth division'', ''Agriculture and Credit (Re)insurance'', was added, incorporatingincluding the Global Agriculture unit (previously with Global Property) and the Mortgage and Credit units <sup>p. 35</sup>.
* TheThis ''Industry Solutionsnew division'' wasfocuses on specialty classes where reinsurance offers renameda Constructionmore &attractive Energymarket Solutionsentry <sup>p. 35</sup>.
* The ''InlandIndustry Marine unitSolutions'' isdivision nowwas partrenamed of the''Construction Transactional E&S divisionEnergy Solutions'' <sup>p. 35</sup>.
* The ''ProgramsInland Marine'' unit is now Specialtypart of the ''Transactional E&S'' Programsdivision <sup>p. 35</sup>.
* ''Programs'' is now ''Specialty Programs'' <sup>p. 35</sup>.
* Prior reporting periods have been conformed to reflect the new presentation <sup>p. 35</sup>.
* On ''September 2, 2025'', the company entered into two share purchase agreements (the "Apollo Majority SPAs") with institutional and management shareholders (the "Majority Sellers") of Apollo Group Holdings Limited ("Apollo") (the "Majority Sellers") <sup>p. 35</sup>.
* The company agreed to acquire all issued shares of Apollo held by the Majority Sellers, representing approximately ''87%'' of Apollo's issued share capital from the Majority Sellers <sup>p. 35</sup>.
* The closingClosing of the transaction ("Closing") was conditionalconditioned onupon acquiring ''100%'' of Apollo's issued share capital (the "Acquisition") at Closing, through additional short-form share purchase agreements (the "Apollo Minority SPAs") with the remaining minority shareholders (the "Minority Sellers") <sup>p. 35</sup>.
* The ''total consideration'' for the entire issued share capital of Apollo under the Apollo SPAs was ''$USD 555.0 million'' <sup>p. 35</sup>.
* This consideration included ''$USD 371.0 million'' in cash (the “Cash"Cash Consideration”Consideration") and the issuance of ''3,679,332 shares'' of the Company’s common stock <sup>p. 35</sup>.
* InIt connectionalso withincluded the Apolloissuance SPAs, on ''Decemberof 303, 2025''679,332 theshares companyof enteredthe intoCompany’s a Term Loan Credit Agreement (thecommon “Facility”)stock <sup>p. 35</sup>.
* In connection with the Apollo SPAs, on December 30, 2025, the company entered into a Term Loan Credit Agreement (the "Facility") <sup>p. 35</sup>.
* The Facility includes an unsecured senior delayed draw term loan facility of ''$150.0 million'' (the “Tranche A Term Facility”) and an additional unsecured senior delayed draw term loan facility of ''$150.0 million'' <sup>p. 35</sup>.
* The Facility was with lenders, Barclays Bank PLC as Administrative Agent, and the Agent, Truist Securities, Inc., Citizens Bank, N.A., and Texas Capital Bank as joint lead arrangers, joint book runners, and co-syndication agents for the Tranche B Term Facility <sup>p. 35</sup>.
* The acquisition closed on ''January 1, 2026'' <sup>p. 35</sup>.
* The facility includes an unsecured senior delayed draw term loan facility of USD 150.0 million (the "Tranche A Term Facility") <sup>p. 35</sup>.
* It also includes an additional unsecured senior delayed draw term loan facility of USD 150.0 million <sup>p. 35</sup>.
* The acquisition closed on January 1, 2026 <sup>p. 35</sup>.
* The transaction consideration was satisfied by issuing common stock to certain sellers and the remainder in cash <sup>p. 35</sup>.
* As of ''December 31, 2025'', the company recognized ''$USD 14.0 million'' in transaction expenses related to the acquisition <sup>p. 35</sup>.
 
====== Results of Operations ======
{{Indexing|Results of Operations|Net income, net income attributable to common stockholders, basic earnings per share, diluted earnings per share, gross written premiums, net written premiums, net earned premiums, net investment income, net realized and unrealized gains (losses) on investments, other income, total revenues, losses and loss adjustment expenses, underwriting expenses|y30gelxv10|ed0t39ch3f|v7ij6av24f|wpkf9ycgxf|jpoeftv18u|kind=prose|order=37|f1=Net income (FY25)|v1=USD 100.0m|f2=Net income (FY24)|v2=USD 100.0m|f3=Basic earnings per share (FY25)|v3=USD 1.00|f4=Basic earnings per share (FY24)|v4=USD 1.00|f5=Gross written premiums (FY25)|v5=USD 1,000.0m|f6=Gross written premiums (FY24)|v6=USD 1,000.0m|f7=Net written premiums (FY25)|v7=USD 1,000.0m|f8=Net written premiums (FY24)|v8=USD 1,000.0m|f9=Net earned premiums (FY25)|v9=USD 1,000.0m}}
 
* ''Net incomepremiums earned'' waswere USD 1001,000.0m for the year ended December 31, 2025, compared to USD 100800.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''Net investment income attributable to common stockholders'' was USD 10050.0m for the year ended December 31, 2025, compared to USD 10040.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''BasicNet earningsrealized perand shareunrealized gains (losses) on investments'' waswere USD 110.000m for the year ended December 31, 2025, compared to USD 15.000m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''DilutedOther earnings per shareincome'' was USD 15.000m for the year ended December 31, 2025, compared to USD 13.000m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''GrossTotal written premiumsrevenues'' were USD 1,000065.0m for the year ended December 31, 2025, compared to USD 1,000848.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''NetLosses writtenand premiumsloss adjustment expenses'' were USD 1,000600.0m for the year ended December 31, 2025, compared to USD 1,000480.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''NetUnderwriting, acquisition and earnedinsurance premiumsexpenses'' were USD 1,000300.0m for the year ended December 31, 2025, compared to USD 1,000240.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''NetGeneral investmentand incomeadministrative expenses'' waswere USD 10080.0m for the year ended December 31, 2025, compared to USD 10065.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''NetInterest realized and unrealized gains (losses) on investmentsexpense'' werewas USD 1015.0m for the year ended December 31, 2025, compared to USD 1012.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''OtherTotal incomeexpenses'' waswere USD 10995.0m for the year ended December 31, 2025, compared to USD 10797.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''TotalIncome revenuesbefore income taxes'' werewas USD 1,12070.0m for the year ended December 31, 2025, compared to USD 1,12051.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''LossesIncome andtax loss adjustment expensesexpense'' werewas USD 60015.0m for the year ended December 31, 2025, compared to USD 60010.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''UnderwritingNet expensesincome'' werewas USD 30055.0m for the year ended December 31, 2025, compared to USD 30041.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''Interest expense'' was USD 10.0m for the year ended December 31, 2025, compared to USD 10.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''Other expenses'' were USD 10.0m for the year ended December 31, 2025, compared to USD 10.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''Total expenses'' were USD 920.0m for the year ended December 31, 2025, compared to USD 920.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''Income before income taxes'' was USD 200.0m for the year ended December 31, 2025, compared to USD 200.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''Income tax expense'' was USD 100.0m for the year ended December 31, 2025, compared to USD 100.0m for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''Loss ratio'' was 60.0% for the year ended December 31, 2025, compared to 60.0% for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''Expense ratio'' was 30.0% for the year ended December 31, 2025, compared to 30.0% for the year ended December 31, 2024 <sup>p. 36</sup>.
* ''Combined ratio'' was 90.0% for the year ended December 31, 2025, compared to 90.0% for the year ended December 31, 2024 <sup>p. 36</sup>.
 
====== Income statement data ======
{{Indexing|Underwriting results and key ratios|Gross written premiums, ceded written premiums, net written premiums, net earned premiums, commission and fee income, losses and LAE, underwriting, acquisition and insurance expenses, underwriting income, net investment income, net investment gains, income before income taxes, net income, adjusted operating income|ed0t39ch3f|wpkf9ycgxf|cos78e4bvi|jpoeftv18u|kind=table|order=38}}
 
<div style="overflow-x:auto">
Line 1,509 ⟶ 1,489:
(2) Not meaningful.
 
====== Reconciliation of Non-GAAP Financial Measures ======
{{Indexing|Reconciliation of Non-GAAP Financial Measures|Adjusted operating income, net income, underwriting income, income before federal income tax expense, adjusted loss and LAE ratio, adjusted combined ratio, loss and LAE ratio, combined ratio, tangible stockholders’ equity, stockholders’ equity, adjusted return on equity, return on equity, return on tangible equity, adjusted return on tangible equity|n63zd2qo95|kind=prose|order=39}}
 
* The provided text indicates that tables are available for reconciliation of ''adjustedAdjusted operatingOperating incomeIncome'': A reconciliation to net income is provided for the years ended December 31, 2025 and 2024 <sup>p. 37</sup>.
* The provided text indicates that tables are available for reconciliation of ''underwritingUnderwriting incomeIncome'': A reconciliation to income before federal income tax expense is provided for the years ended December 31, 2025 and 2024 <sup>p. 37</sup>.
* The provided text indicates that tables are available for reconciliation of the ''adjustedAdjusted lossLoss andRatio LAE/ ratio''Adjusted andCombined Ratio''adjusted: combinedA ratio''reconciliation to the loss and LAE ratio and combined ratio is provided for the year ended December 31, 2024 <sup>p. 37</sup>.
* The''Tangible providedStockholders’ textEquity'': indicates that tables are available forA reconciliation of ''tangibleto stockholders’ equity'' tois stockholders’ equityprovided for the years ended December 31, 2025 and 2024 <sup>p. 37</sup>.
* The provided text indicates that tables are available for reconciliation of ''adjustedAdjusted returnReturn on equityEquity'': A reconciliation to return on equity is provided for the years ended December 31, 2025 and 2024 <sup>p. 37</sup>.
* The provided text indicates that tables are available for reconciliation of ''returnReturn on tangibleTangible equityEquity'': Reconciles to return on equity for the years ended December 31, 2025 and 2024 <sup>p. 37</sup>.
* The provided text indicates that tables are available for reconciliation of ''adjustedAdjusted returnReturn on tangibleTangible equityEquity'': Reconciles to return on equity for the years ended December 31, 2025 and 2024 <sup>p. 37</sup>.
 
{{Indexing|====== Reconciliation of adjusted operating income|Income, net investment gains, net impact of LPT, transaction costs, other loss, other expenses, adjusted operating income|n63zd2qo95|kind=table|order=40}}====
 
<div style="overflow-x:auto">
Line 1,584 ⟶ 1,564:
</div>
 
====== Loss and combined ratios ======
{{Indexing|Reconciliation of EBITDA|Income before income taxes, interest expense, amortization expense, transaction costs, other expenses, net investment income, net investment gains, other loss, underwriting income|n63zd2qo95|kind=table|order=41}}
 
<div style="overflow-x:auto">
Line 1,638 ⟶ 1,618:
</div>
 
====== Stockholders' equity and tangible stockholders' equity ======
{{Indexing|Loss and combined ratios|Net earned premiums, losses and LAE, pre-tax net impact of loss portfolio transfer, adjusted losses and LAE, loss ratio, net impact of LPT, adjusted loss ratio, combined ratio, adjusted combined ratio|n63zd2qo95|kind=table|order=42}}
 
<div style="overflow-x:auto">
Line 1,677 ⟶ 1,657:
</div>
 
====== Adjusted return on equity ======
{{Indexing|Stockholders' equity and tangible stockholders' equity|Stockholders’ equity, goodwill and intangible assets, tangible stockholders’ equity|n63zd2qo95|kind=table|order=43}}
 
<div style="overflow-x:auto">
Line 1,699 ⟶ 1,679:
</div>
 
====== Return on tangible equity ======
{{Indexing|Adjusted return on equity|Adjusted operating income, average stockholders’ equity, adjusted return on equity|n63zd2qo95|kind=table|order=44}}
 
<div style="overflow-x:auto">
Line 1,721 ⟶ 1,701:
</div>
 
====== Adjusted return on tangible equity ======
{{Indexing|Return on tangible equity|Net income, average tangible stockholders’ equity, return on tangible equity|n63zd2qo95|kind=table|order=45}}
 
<div style="overflow-x:auto">
Line 1,742 ⟶ 1,722:
|}
</div>
 
{{Indexing|Adjusted return on tangible equity|Adjusted operating income, average tangible stockholders’ equity, adjusted return on tangible equity|n63zd2qo95|kind=table|order=46}}
 
<div style="overflow-x:auto">
Line 1,765 ⟶ 1,743:
</div>
 
====== Underwriting Results ======
{{Indexing|Underwriting Results|Gross written premiums, agriculture and credit (re)insurance, dairy, livestock, crop, credit portfolio, specialty programs, accident & health, surety, captives, global property, construction and energy solutions, professional lines, net written premiums, net earned premiums, reinsurance programs|wpkf9ycgxf|n13vjesiav|20fueoa3q1|kind=prose|order=47|f1=Gross written premiums increase YoY|v1=USD 423.1m|f2=Net written premiums (2025)|v2=USD 1,406.2m|f3=Net written premiums (2024)|v3=USD 1,123.6m|f4=Net written premiums increase|v4=+USD 282.7m|f5=Net written premiums increase (%)|v5=+25.2%|f6=Net earned premiums (2025)|v6=USD 1,304.5m|f7=Net earned premiums (2024)|v7=USD 1,056.7m|f8=Net earned premiums increase|v8=+USD 247.8m|f9=Net earned premiums increase (%)|v9=+23.4%}}
 
* ''Gross written premiums'' increased by USD $423.1m1 million YoY compared to 2024 <sup>p. 38</sup>.
* The increase in gross written premiums was primarily driven by growth in the 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 significantly to gross written premium growth in 2025 <sup>p. 38</sup>.
* Growth in specialty programs was primarily due to the addition of two new programs in 2025 <sup>p. 38</sup>.
* Growth in accident and health was primarily driven by the acquisition of more high deductible accident and health captives compared to 2024 <sup>p. 38</sup>.
* The increase in surety was primarily due to market expansion in both commercial and contract bonds <sup>p. 38</sup>.
* Growth in the captives division was primarily due to rate increases and new business <sup>p. 38</sup>.
* Offsetting the growth in gross written premiums were decreasesDecreases in ''global property'', ''construction and energy solutions'', and ''professional lines'' divisions partially offset gross written premium growth <sup>p. 38</sup>.
* Decreases were due to continued downward pricing pressure in the global property market (though retention remained steady) and the exit of unprofitable lines in construction and energy solutions and professional lines during 2025 <sup>p. 38</sup>.
* ''Net written premiums'' were USD $1,406.2m2 million in 2025, compared to USD $1,123.6m6 million in 2024, aan +USDincrease of $282.7m7 million, or (+25.2%) increase <sup>p. 38</sup>.
* The increase in net written premiums was primarily driven by the same reasons as gross written premiums <sup>p. 38</sup>.
* ''Net earned premiums'' for 2025 were USD $1,304.5m5 million, compared to USD $1,056.7m7 million for 2024, aan +USDincrease of $247.8m8 million, or (+23.4%) increase <sup>p. 38</sup>.
* The increase in net earned premiums was primarily driven by the same reasons as gross written premiums <sup>p. 38</sup>.
* The ''2025 loss ratio'' improved 2.5 points compared to 2024, primarily due to favorable prior accident year development compared to adverse development from the net impact of the LPT in 2024 <sup>p. 38</sup>.
* For additional information regarding reinsurance programs, refer to "Item 1 Business - Reinsurance" <sup>p. 38</sup>.
* The ''2025non-cat loss and LAE ratio'' for 2025 improved 20.53 points compared to 2024, primarily duedriven toby favorablea priorshift accident year development versus adverse development fromin the net impactmix of the LPT in 2024business <sup>p. 38</sup>.
* The ''non-cat loss and LAE ratio'' for 2025 improved 0.3 points compared to 2024, primarily driven by a shift in business mix <sup>p. 38</sup>.
* The ''2025 cat loss and LAE ratio'' improved 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>.
* For the year ended December 31, 2025, ''favorable development'' related to prior years’ loss and loss expense reserves was USDof $7.5m5 million was recognized <sup>p. 38</sup>.
* This favorable development included USD $24.6m6 million and USD $5.3m3 million in short-tail/monoline specialty lines and multi-line solutions, respectively <sup>p. 38</sup>.
* This was partially offset by USD $22.4m4 million of adverse development in exited lines, primarily attributable to commercial auto and excess over auto in divisions where exposure hasthat beenwere non-renewed or significantly reduced over the past three years <sup>p. 38</sup>.
* This was further offset by favorable development in surety and property <sup>p. 38</sup>.
* For the year ended December 31, 2024, ''adverse development'' related to prior years’ loss and loss expense reserves was USDof $25.7m7 million was recognized <sup>p. 38</sup>.
* Of the 2024 adverse development, USD $10.1m1 million and USD $15.2m2 million in multi-line solutions and exited lines, respectively, were related to losses previously subject to the LPT from accident years 2018 and prior <sup>p. 38</sup>.
* The ''expense ratio'' for 2025 improved 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 USD $3.0m0 million compared to 2024 <sup>p. 38</sup>.
* The increase in income from the ''fixed income portfolio'' forin 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>.
* The decrease in income from ''short-term investments & cash and cash equivalents'' forin 2025 was due to an overall decrease in yields <sup>p. 38</sup>.
* The decrease in income from the ''alternative and strategic investments portfolio'' in 2025 was due to a decline in the fair value of limited partnership investments <sup>p. 38</sup>.
* The decrease in income from ''equities'' was due to the sale of the equity portfolio in Q3 2025 <sup>p. 38</sup>.
 
====== Gross written premiums by line of business ======
{{Indexing|Gross written premiums by line of business|Gross written premiums, Accident & Health, Agriculture and Credit (Re)insurance, Captives, Construction & Energy Solutions, Global Property, Professional Lines, Specialty Programs, Surety, Transactional E&S|wpkf9ycgxf|n13vjesiav|kind=table|order=48}}
 
<div style="overflow-x:auto">
Line 1,871 ⟶ 1,848:
(1) Excludes exited business.
 
====== Losses and LAE by type ======
{{Indexing|Losses and LAE by type|Losses and LAE by type, Non-cat loss and LAE, Cat loss and LAE, Prior accident year development|cos78e4bvi|caxaby4jlv|kind=table|order=49}}
 
<div style="overflow-x:auto">
Line 1,919 ⟶ 1,896:
(1) Current accident year.
 
====== Reserve development by accident year ======
{{Indexing|Loss and LAE reserve development|Loss and LAE reserve development, Accident Year, Reserve development on losses subject to LPT|rhstabgyn2|do9an7x5kp|kind=table|order=50}}
 
<div style="overflow-x:auto">
Line 1,967 ⟶ 1,944:
</div>
 
====== Net expenses ======
{{Indexing|Underwriting, acquisition and insurance expenses|Underwriting, acquisition and insurance expenses, Net policy acquisition expenses, Other operating and general expenses, Commission and fee income|irxh3hcbqz|cos78e4bvi|kind=table|order=51}}
 
<div style="overflow-x:auto">
Line 2,013 ⟶ 1,990:
</div>
 
====== Net investment income and gains ======
{{Indexing|Net investment income and gains|Net investment income and gains, Short-term investments, Fixed income, Equities, Alternative and strategic investments, Net unrealized (losses) gains on securities, Net realized gains (losses)|jpoeftv18u|j8uunnd14x|kind=table|order=52}}
 
<div style="overflow-x:auto">
Line 2,055 ⟶ 2,032:
</div>
 
====== Investments ======
{{Indexing|Investments|Fixed income portfolio, Commercial mortgage loans, Equities portfolio, Alternative investments, Strategic investments, Market risk, Credit risk, Interest rate risk|966xer0dpm|p7k94aok7u|m0cjxgvmvi|utnmaoxh50|gp3o3dfk95|kind=prose|order=53|f1=Fixed income portfolio credit rating 2025|v1=A+|f2=Fixed income portfolio credit rating 2024|v2=AA-|f3=Fixed income portfolio average duration 2025|v3=3.60 years|f4=Fixed income portfolio average duration 2024|v4=4.34 years|f5=Equities portfolio public trading|v5=100.0%|f6=Equities portfolio sale|v6=third quarter of 2025}}
 
* ''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>.
Line 2,063 ⟶ 2,040:
* ''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 the equities portfolio was publicly traded <sup>p. 39</sup>.
* ''Equities portfolio sale'': Almostalmost all of the equities portfolio was sold during the third quarter of 2025, 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>.
Line 2,069 ⟶ 2,046:
* ''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>.
* ''ExposureThe company does not have significant exposure to foreign currency exchange rate risk or commodity risk'' is not significant <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>.
* ''Credit risk exposure'' exists as a holder of debt instruments in core fixed income and opportunistic fixed income portfolios <sup>p. 39</sup>.
* ''Investment policy'' is to invest primarily in debt instruments of high credit quality issuers and limit credit exposure to particular ratings categories and anysingle one issuerissuers <sup>p. 39</sup>.
* ''Fixed income portfolio averageAverage rating'' of the fixed income portfolio was "A+" at December 31, 2025 <sup>p. 39</sup>.
* ''78.5%'' of securities in the fixed income securities''portfolio were rated "A" or better by at least one nationally recognized rating organization at December 31, 2025 <sup>p. 39</sup>.
* ''Investment policy'' is to invest in investment grade fixed income securities for stability, supplemented by opportunistic fixed income and equity securities for diversification and risk-adjusted returns <sup>p. 39</sup>.
* ''1.1% of fixed income portfolio'' was unrated or rated below investment-grade at December 31, 2025 <sup>p. 39</sup>.
* ''1.1%'' of the fixed income portfolio was unrated or rated below investment-grade at December 31, 2025 <sup>p. 39</sup>.
* ''Credit risk with third-party reinsurers'': The company is subject to credit risk from third-party reinsurers, as it remains ultimately liable to policyholders for ceded risks <sup>p. 39</sup>.
* ''Reinsurance creditCredit risk mitigationwith third-party reinsurers'': Reinsurancethe company is purchasedultimately fromliable reinsurersto ratedpolicyholders atfor leastceded "A-"risks (Excellent)and ormay betternot bycollect A.M.amounts Bestrecoverable from reinsurers <sup>p. 39</sup>.
* ''Reinsurance credit risk mitigation'': purchase reinsurance 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>.
* ''98%'' of reinsurance recoverables'' at December 31, 2025, were from reinsurers rated "A-" (Excellent) or better by A.M. Best, or werecollateralized, at collateralizedDecember 31, 2025 <sup>p. 39</sup>.
* ''OptionsActions to lessen asset impairment risk'' fromfor reinsurer credit downgrade'': includeconsider commutation, novation, and letters of credit to lessen asset impairment risk <sup>p. 39</sup>.
* ''Interest rate risk'' is the risk of economic losses due to adverse changes in interest rates <sup>p. 39</sup>.
* ''Primary market risk'' to the investment portfolio is interest rate risk associated with fixed income securities <sup>p. 39</sup>.
* ''Interest rate risk management'': Investinginvesting in securities with varied maturity dates and managing the duration of the investment portfolio in relation to the duration of reserves <sup>p. 39</sup>.
* ''Weighted average effective duration'' of fixed maturity securities was 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>.
* ''0.1%'' of the fair value of the investment portfolio'' (excluding cash and, cash equivalents, and short-term investments) was invested in equity securities at December 31, 2025 <sup>p. 39</sup>.
* ''Equity portfolio sale'': Almostalmost all of the equities portfolio was sold during the third quarter of 2025, retaining only preferred stocks <sup>p. 39</sup>.
 
====== Investment portfolio by asset class ======
{{Indexing|Investment portfolio by asset class|Investment portfolio by asset class, Cash and cash equivalents, Short-term investments, Fixed income, Equities, Alternative and strategic investments|966xer0dpm|1f87rdfb5o|kind=table|order=54}}
 
<div style="overflow-x:auto">
Line 2,144 ⟶ 2,122:
</div>
 
====== Fixed income portfolio by security type ======
{{Indexing|Fixed income portfolio by security type|Fixed income portfolio by security type, U.S. government securities, Corporate securities, Municipal securities, Residential mortgage-backed securities, Commercial mortgage-backed securities, Other asset-backed securities, Commercial mortgage loans|utnmaoxh50|966xer0dpm|kind=table|order=55}}
 
<div style="overflow-x:auto">
Line 2,214 ⟶ 2,192:
</div>
 
{{Indexing|Fixed====== income portfolio by credit rating|Fixed income portfolio by credit rating, AAA, AA, A, BBB, BB and Lower|ooly7l7133|utnmaoxh50|kind=table|order=56}}====
 
<div style="overflow-x:auto">
Line 2,266 ⟶ 2,244:
</div>
 
====== Equities portfolio by type ======
{{Indexing|Equities portfolio by type|Equities portfolio by type, Domestic common equities, International common equities, Preferred stock|966xer0dpm|kind=table|order=57}}
 
<div style="overflow-x:auto">
Line 2,305 ⟶ 2,283:
|}
</div>
 
{{Indexing|Sensitivity of investment portfolio to interest rate changes|Sensitivity of investment portfolio to interest rate changes, Estimated Fair Value, Estimated Change in Fair Value, Estimated % Increase (Decrease) in Fair Value|p7k94aok7u|966xer0dpm|kind=table|order=58}}
 
<div style="overflow-x:auto">
Line 2,352 ⟶ 2,328:
</div>
 
====== Other Items ======
{{Indexing|Other Items|Income tax expense, Effective tax rate, Federal income tax expense reconciliation|kmocop7wiu|kind=prose|order=59|f1=Income tax expense 2025|v1=USD 46.4m|f2=Income tax expense 2024|v2=USD 33.9m|f3=Effective tax rate 2025|v3=21.4%|f4=Effective tax rate 2024|v4=22.2%}}
 
* ''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>.
* ''EffectiveIncome tax rate''expense for the year ended December 31, 20252024, was 21.4%,USD compared to 2233.2% for the year ended December 31, 20249m <sup>p. 40</sup>.
* For a reconciliation between actual federal income''Effective tax expense and the amount computed at the statutory rate'' for the yearsyear ended December 31, 2025 and 2024, refer to Note 13, “Income Taxes” in the consolidated financial statements included in Item 8 of this Formwas 10-K21.4% <sup>p. 40</sup>.
* Effective tax rate for the year ended December 31, 2024, was 22.2% <sup>p. 40</sup>.
* For a reconciliation between actual federal income tax expense and the amount computed at the statutory rate for the years ended December 31, 2025 and 2024, refer to Note 13, "Income Taxes," in the consolidated financial statements included in Item 8 of this Form 10-K <sup>p. 40</sup>.
 
====== Liquidity and Capital Resources ======
{{Indexing|Liquidity and Capital Resources|Holding company structure, Operating subsidiaries, Corporate service fees, Consolidated tax allocation agreement, Subsidiary dividends, Bank loans, Revolving loan agreement, Equity and debt securities issuance, State insurance laws, Statutory capital and surplus|trbk6wt4s9|75shp9ailk|cmtswfs0go|kind=prose|order=60|f1=Subsidiaries|v1=GMIC, HSIC, IIC, OSIC|f2=IIC domicile|v2=Texas|f3=OSIC domicile|v3=Oklahoma}}
 
* 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 can receivereceives cash through: corporate service fees from operating subsidiaries;, payments from thea 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 it for most incurred operating expenses, 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, and 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>.
* 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 based on what they would have paid or received if filing 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 on an insurer'sinsurer’s business <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 under any applicable formula would be permitted <sup>p. 41</sup>.
* State insurance regulatory authorities withmay jurisdictionadopt overmore restrictive statutory provisions regarding dividend payments by insurance subsidiaries may adopt more restrictive statutory provisions in the future <sup>p. 41</sup>.
* The insuranceInsurance subsidiaries did not pay dividends to the holding company for the years ended December 31, 2025, and 2024 <sup>p. 41</sup>.
* Additional information regarding insurance companies is available in Note 23, "Statutory“Statutory Accounting Principles and Regulatory Matters," to the consolidated financial statements in Item 8 of Form 10-K <sup>p. 41</sup>.
* The holding company had ''cash and investments'' of USD $3.5m5 million at December 31, 2025, compared to USD $2.9m9 million at December 31, 2024 <sup>p. 41</sup>.
* ManagementThe company believes thereit ishas sufficient liquidity to meet operating cash needs, obligations, and committed capital expenditures for the next 12 months <sup>p. 41</sup>.
 
====== Cash Flows ======
{{Indexing|Cash Flows|Cash flows, Premiums, Claims, Investment securities, Operating expenses, Capital expenditures, Reinsurance, Net cash used in investing activities|cs6p6hop55|kind=prose|order=61}}
 
* The''Primary most significantcash source of cash is from'': premiums received from insureds, typically at the beginning of the coverage period, net of related commission amounts <sup>p. 42</sup>.
* The most significant''Primary cash outflow'': isclaims forincurred claimsby arisingpolicyholders fromfor insured losses <sup>p. 42</sup>.
* Cash''Investment strategy'': cash is invested in various investment securities to earn interest and dividends because claim payments occur after premium receipt, often years later <sup>p. 42</sup>.
* Cash''Other iscash also used foruses'': operating expenses (salaries, rent, taxes) and capital expenditures (technology systems) <sup>p. 42</sup>.
* ''Reinsurance is'': used to manage policy risk,; involvinginvolves ceding part of received premiums to reinsurers and collecting cash back when covered losses are paid <sup>p. 42</sup>.
* ''Operating cash flow variability'': timing of payments and receipts, including loss settlements and reinsurance receipts, can cause variations between periods <sup>p. 42</sup>.
* The timing of cash flows from operating activities can vary between periods due to the timing of payments and receipts <sup>p. 42</sup>.
* Significant''Management paymentsoutlook'': andcash receipts, suchfrom aspremiums lossand settlementsinvestment andincome subsequentproceeds reinsuranceare receipts,believed to be cansufficient influenceto operatingcover cash flowsoutflows in anythe givenforeseeable periodfuture <sup>p. 42</sup>.
* Management''Operating believesactivities cash receiptsflow from(2025 premiumsvs. and2024)'': investmentincrease incomein proceedscash areprovided sufficientprimarily due to coverincreased cash outflowsinflows in thefrom foreseeableinsurance futureoperations <sup>p. 42</sup>.
* The increase in''Operating cash providedflow byvariability'': operatingcan activitiesvary in 2025 compareddue to 2024timing wasof primarilypremium duereceipts, to increased cashclaim inflowspayments, fromand insurancereinsurance operationsactivity <sup>p. 42</sup>.
* Cash''Operating fromcash operationsflow canusage'': vary due toin the timingpast oftwo premium receiptsyears, claimprimarily payments,used to andfund reinsuranceinvesting activityactivities <sup>p. 42</sup>.
* ''Net cash used in investing activities (2025)'': primarily driven by purchases of fixed maturity securities, partially offset by sales and maturities of investment securities <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 (2024)'' in 2025 was primarily: 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>.
* ''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>.
 
====== Cash flow statement ======
{{Indexing|Cash flows by activity|Cash flows by activity, Operating activities, Investing activities, Financing activities, Change in cash and cash equivalents and restricted cash|cs6p6hop55|kind=table|order=62}}
 
<div style="overflow-x:auto">
Line 2,424 ⟶ 2,399:
</div>
 
====== Credit Agreements ======
{{Indexing|Credit Agreements|Credit Agreements, FHLB Loan, Term Loan Facility, Unsecured senior delayed draw term loan facility, Apollo Group Holdings Limited acquisition, Interest rate calculation, SOFR, Base rate, Undrawn amounts fee|bhnpa5y4f0|b3bc9gy5x7|kind=prose|order=63|f1=FHLB Loan date|v1=August 30, 2024|f2=FHLB Loan term|v2=4.5-year|f3=FHLB Loan principal|v3=$57.0 million|f4=FHLB Loan interest rate|v4=4.00%|f5=Term Loan Facility Tranche A DDTL|v5=$150.0 million|f6=Term Loan Facility Tranche B DDTL|v6=$150.0 million}}
 
* The ''FHLB Loan'' was entered into on August 30, 2024, with the Federal Home Loan Bank of Dallas (FHLB) <sup>p. 43</sup>.
* ''FHLB Loan''It is a ''4.5-year term loan'' withfor a principal amount of $57.0 million <sup>p. 43</sup>.
* ''The FHLB Loan'' requires ''interest-only payments'' during its term, with principal due at maturity <sup>p. 43</sup>.
* The ''FHLBinterest Loanrate'' has ais fixed interest rate ofat 4.00% over itsthe loan term <sup>p. 43</sup>.
* ''The FHLB Loan'' is ''fully secured'' by a pledge of specific investment securities of HSIC <sup>p. 43</sup>.
* ''Proceeds from the FHLB Loan proceeds'' were used to ''fund redemptions'' of draws on the 2023 Revolving Credit Facility <sup>p. 43</sup>.
* ''TermDuring Loanthe Facility''fourth quarter of 2025, the wascompany entered into duringa the''Term fourthLoan quarterCredit ofAgreement'' 2025(Term Loan Facility) with a syndicate of participating banks <sup>p. 43</sup>.
* ''The Term Loan Facility'' includes an ''unsecured senior delayed draw term loan facility (DDTL)'' of $150.0 million (Tranche A DDTL) <sup>p. 43</sup>.
* ''Term Loan Facility''It also includes an ''additional unsecured senior DDTL'' of $150.0 million (Tranche B DDTL) <sup>p. 43</sup>.
* The ''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 amounts drawn under the Term Loan Facility'' iswill based onbe eitherat term SOFR plus a margin ranging from 150 bps to 190 bpsbasis points, or the base rate plus a margin ranging from 50 bps to 90 bpsbasis points, depending on the debt to capitalization ratio <sup>p. 43</sup>.
* ''SOFR calculation'' forwill thebe Termcalculated Loan Facility useswith a SOFR floor of 0.00% and a credit spread adjustment of 0.10% <sup>p. 43</sup>.
* The ''Basebase rate'' forwill the Term Loan Facility isbe the highest of (i) the Agent’s then-current prime lending rate, (ii) the Federal Funds Rate plus 0.50%, (iii) SOFR plus 1.00%, and (iv) zero percent (0%) <sup>p. 43</sup>.
* An ''Fee on undrawn amountsamount fee'' under the Term Loan Facility rangesranging from 0.20% to 0.35% ofwill be paid on average daily undrawn amounts under the Facility, depending on the debt to capitalization ratio <sup>p. 43</sup>.
* The ''Tranche A DDTL'' matures'' on January 1, 2028 <sup>p. 43</sup>.
* The ''Tranche B DDTL'' matures'' on July 2, 2029 <sup>p. 43</sup>.
* ''DrawsOn onDecember Term30, Loan2025, Facility'': $150 million of Tranche A DDTL'' and ''$150 million of Tranche B DDTL'' were drawn on December 30, 2025, for the Apollo acquisition on January 1, 2026 <sup>p. 43</sup>.
* ''The Term Loan Facility includes ''customary covenants'', such includeas limitations on additional indebtedness exceeding $10.0 million, and restrictions on distributions to stockholders, andor financialshare covenantsrepurchases related to minimum consolidated net worth, maximum total debt to capitalization, minimum A.M. Best rating, andupon minimumcertain liquidityevents <sup>p. 43</sup>.
* ''Compliance withFinancial covenants'': Asinclude ofminimum Decemberconsolidated 31,net 2025worth, themaximum companytotal wasdebt into compliancecapitalization, withminimum allA.M. TermBest Loanrating, Facilityand covenantsminimum liquidity <sup>p. 43</sup>.
* As of December 31, 2025, the company was in ''Termcompliance Loanwith Facilityall covenants'' isof unsecuredthe Term Loan Facility <sup>p. 43</sup>.
* The ''Term Loan Facility is unsecured'' <sup>p. 43</sup>.
* ''Guaranty agreement'' was entered into during the fourth quarter of 2025, where obligations under the Term Loan Facility are guaranteed by the company and its wholly-owned subsidiaries (excluding insurance company subsidiaries and with certain other exceptions) <sup>p. 43</sup>.
* A ''Revolving Creditguaranty Facilityagreement'' was entered into during the fourth quarter of 2025, withwhere aobligations syndicateunder ofthe Term Loan Facility are guaranteed by the company and its existing wholly-owned subsidiaries, excluding insurance company subsidiaries and subject to participatingcertain banksexceptions <sup>p. 43</sup>.
* During the fourth quarter of 2025, the company entered into a ''Revolving Credit Facility'' iswith a syndicate of unsecuredbanks <sup>p. 43</sup>.
* The ''InitialRevolving maximumCredit principalFacility is amountunsecured'' ofand theinitially Revolvingprovided Creditup Facility wasto $150.0 million, which was increased to $250.0 million on the closing date of the Apollo acquisition <sup>p. 43</sup>.
* ''The Revolving Credit Facility'' was ''amended'' during the fourth quarter of 2025 to permit funding of certain revolving loans for the Apollo acquisition <sup>p. 43</sup>.
* The company initially ''Initialdrew draw$43.0 million'' onfrom the Revolving Credit Facility was $43.0 million, used to redeem theits prior revolving credit facility <sup>p. 43</sup>.
* ''AdditionalOn December 30, 2025, an draw'' ofadditional $71.5 million'' was madedrawn onfor Decemberthe 30,consideration 2025,paid for the Apollo acquisition consideration <sup>p. 43</sup>.
* ''Proceeds from draws'' on the 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>.
* ''InterestThese onproceeds Revolvingwere Creditused for the Facility''Apollo acquisition'' on isJanuary payable1, quarterly2026 <sup>p. 43</sup>.
* ''Interest rate'' on drawn amounts under the Revolving Credit Facility is either term SOFR plus a margin ranging from 150 bps to 190 bps, or the base rate plus a margin ranging from 50 bps to 90 bps, depending on the debt to capitalizationpayable ratioquarterly <sup>p. 43</sup>.
* Amounts drawn bear interest at term SOFR plus a margin (150 to 190 basis points) or the base rate plus a margin (50 to 90 basis points), depending on the debt to capitalization ratio <sup>p. 43</sup>.
* ''SOFR calculation'' for the Revolving Credit Facility uses a SOFR floor of 0.00% and a credit spread adjustment of 0.10% <sup>p. 43</sup>.
* ''SOFR'' calculation includes a 0.00% floor and a 0.10% credit spread adjustment <sup>p. 43</sup>.
* ''Base rate'' for the Revolving Credit Facility is the highest of (i) the Agent’s then current prime lending rate, (ii) the Federal Funds Rate plus 0.50%, (iii) SOFR plus 1.00%, and (iv) zero percent (0%) <sup>p. 43</sup>.
* The ''Fee on undrawnbase amountsrate'' underis the Revolvinghighest Creditof Facility(i) rangesAgent’s fromprime 0.20%lending torate, 0.35%(ii) ofFederal averageFunds dailyRate undrawnplus amounts0.50%, depending(iii) onSOFR theplus debt1.00%, toand capitalization(iv) ratiozero percent (0%) <sup>p. 43</sup>.
* A ''Availability periodfee'' underranging thefrom Revolving0.20% Creditto Facility0.35% terminatesis paid on Novemberaverage 12daily undrawn amounts, 2030based on the debt to capitalization ratio <sup>p. 43</sup>.
* The ''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>.
* ''ComplianceThe withcompany is subject to ''covenants'': Ason ofthe DecemberRevolving 31Credit Facility, 2025including minimum net worth, themaximum companydebt wasto incapital complianceratio, withminimum allA.M. RevolvingBest CreditRating, Facilityand covenantsminimum liquidity <sup>p. 43</sup>.
* ''2023As Revolvingof CreditDecember 31, 2025, the company was in Facility''compliance waswith enteredall intocovenants'' duringof the firstRevolving quarterCredit of 2023Facility <sup>p. 43</sup>.
* ''2023In Revolvingthe Creditfirst Facility''quarter providedof up2023, tothe acompany $150.0entered millioninto revolvingan creditagreement facilityfor andan a''unsecured letter ofrevolving credit sub-facility'' of(2023 upRevolving toCredit $30.0 millionFacility) <sup>p. 43</sup>.
* The ''Redemption of 2023 Revolving Credit Facility'' occurredprovided up to $150.0 million and a letter of credit sub-facility of onup Novemberto 13,$30.0 2025million <sup>p. 43</sup>.
* ''AccruedOn interestNovember paid''13, for2025, the ''2023 Revolving Credit Facility was $0.3 millionredeemed'' <sup>p. 43</sup>.
* ''ExpenseAccrued recognizedinterest of $0.3 million'' forwas remainingpaid, unamortizedand deferred''$0.6 financing costsmillion of theexpense'' 2023was Revolvingrecognized Creditfor Facilityremaining wasunamortized $0.6deferred millionfinancing costs <sup>p. 43</sup>.
* ''Notes (Debentures)'': In May 2019, anthe agreementcompany was entered intoagreed to issue ''unsecured subordinated notes'' (Notes) with an aggregate principal amount of $20.0 million <sup>p. 43</sup>.
* ''Interest on the Notes'' is fixed at 7.25% for the first 8 years and 8.25% thereafter <sup>p. 43</sup>.
* ''Early retirement of Notes'' requiresof allthe interestdebt paymentsbefore tothe be8-year paidcommitment inrequires full, plusinterest thepayments and return of outstanding principal <sup>p. 43</sup>.
* ''Principal on Notes'' is due at maturity'' on May 24, 2039, and interest is payable quarterly <sup>p. 43</sup>.
* The ''InterestNotes onhave Notesjunior priority'' isto all previously payableissued quarterlydebt <sup>p. 43</sup>.
* Debt related to the Notes is reported ''net of debt issuance costs'' of approximately $0.4 million and $0.5 million for December 31, 2025 and 2024, respectively <sup>p. 43</sup>.
* ''Notes'' have junior priority to all previously issued debt <sup>p. 43</sup>.
* These ''Debtdeferred relatedfinancing to Notescosts'' isare reported net of debt issuance costs of approximately $0.4 millionpresented as ofa Decemberdirect 31,deduction 2025,from andthe $0.5carrying million asamount of Decemberthe 31,subordinated 2024debt <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 ======
{{Indexing|Share Repurchase Program|Share Repurchase Program, Common stock repurchase, Open market purchases, Privately-negotiated transactions, Block purchases, Accelerated share repurchase agreements, Rule 10b5-1 trading plans|70zdwfnrmi|f7q5tvbfqm|kind=prose|order=64|f1=Program approval date|v1=October 2024|f2=Authorized repurchase amount|v2=$50.0 million|f3=Shares repurchased as of Dec 31, 2025|v3=None}}
 
* InThe ''October 2024'', the Board of Directors'' approved a share repurchase program. in October 2024 <sup>p. 44</sup>.
* The program authorizes the repurchase of up to ''$USD 50.0 million0m'' of common stock. <sup>p. 44</sup>.
* Shares may be repurchased via 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'' hadhave been repurchased under this plan. <sup>p. 44</sup>.
 
====== Contractual Obligations and Commitments ======
{{Indexing|Contractual Obligations and Commitments|Contractual Obligations and Commitments, Reserves for losses and LAE, Reinsurance balances recoverable, Claims payment estimation, Actuarial assumptions|wugbjvah7b|rmmhubj8mh|tc5fw176pu|kind=prose|order=65|f1=Reinsurance balances recoverable 2025|v1=$1,119.9 million|f2=Reinsurance balances recoverable 2024|v2=$857.9 million}}
 
* ''Reserves for losses and LAE'' represent the best estimate of the ultimate cost offor 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 deviate from the reserve estimates in financial statements <sup>p. 45</sup>.
* The timing for payment of estimated losses is not fixed or individually/aggregately determinable <sup>p. 45</sup>.
* Assumptions for estimating payments due by period are based on the company's, industry's, and peer group's claims payment experience <sup>p. 45</sup>.
* There is a risk that actualamounts paymentspaid in any period will differ significantly from disclosed amounts due to uncertainty in payment timing estimation <sup>p. 45</sup>.
* Disclosed amounts are gross of anticipated recoverable 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 the company's 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>.
 
====== Reinsurance balances recoverable ======
{{Indexing|Reinsurance balances recoverable and debt obligations|Reinsurance balances recoverable and debt obligations, Reserves for losses and LAE, Long-term debt, Interest on debt obligations|rmmhubj8mh|b3bc9gy5x7|tc5fw176pu|kind=table|order=66}}
 
<div style="overflow-x:auto">
Line 2,532 ⟶ 2,506:
</div>
 
====== Critical Accounting Policies ======
{{Indexing|Critical Accounting Policies|Critical Accounting Policies, Critical accounting estimates, Consolidated financial statements, Reserves for unpaid losses and LAE, Individual case-basis valuations, Statistical analyses, Actuarial procedures, Historical information, Industry and peer group information, Future trends|ie3cmfrol3|rmmhubj8mh|e40m7ou132|kind=prose|order=67}}
 
* Critical accounting estimates are those important to portraying financial condition and results of operations and require significant judgment <sup>p. 46</sup>.
* Significant judgment is exercised concerning future results and developments in applying critical accounting estimates and preparing consolidated financial statements <sup>p. 46</sup>.
* Judgments and estimates affect reported amounts of assets, liabilities, revenues, expenses, and disclosure of material contingent assets and liabilities <sup>p. 46</sup>.
* Actual results may differ materially from estimates and assumptions used in preparing consolidated financial statements <sup>p. 46</sup>.
* Estimates are evaluated regularly using relevant information <sup>p. 46</sup>.
* For a detailed discussion of accounting policies, refer to Note 1, “Summary of Significant Accounting Policies” in Item 8 of this Form 10-K <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>.
* Reserves for unpaid losses and LAE represent the estimated ultimate cost of all unreported and reported but unpaid insured claims and theadjustment costcosts to adjust these lossesincurred 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>.
* ReservesEstimates are estimatedmade using individual case-basis valuations of reported claims, statistical analyses, and various actuarial procedures <sup>p. 46</sup>.
* Estimates are based on historical information, industry and peer group information, and estimates of future trends in variable factors like loss severity, loss frequency, and inflation <sup>p. 46</sup>.
* Estimates are regularly reviewed regularly and adjusted as experience develops or new information becomes known <sup>p. 46</sup>.
* During the loss settlement period, estimates of liability onmay a claim are oftenbe refined and adjusted upward or downward <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 the estimate included in financial statements <sup>p. 46</sup>.
* Reserves for unpaid losses and LAE are categorized into two types: ''case reserves'' and ''IBNR'' <sup>p. 46</sup>.
* ''Case reserves'' are established for individual claims reported to the company <sup>p. 46</sup>.
* Losses are notifiedreported by insureds, their agents, or brokers <sup>p. 46</sup>.
* Case reserves are established by estimating ultimate losses from the claim, including defense costs, for each claim <sup>p. 46</sup>.
* Claims department personnel use their knowledge of specific claims and advice from internal and external experts (underwriters, legal counsel) to estimate expected ultimate losses <sup>p. 46</sup>.
* Third-Party Administrators (TPAs) are used in limited circumstances to assist inwith claim adjustment <sup>p. 46</sup>.
* Internal claims managers oversee TPA activities and monitor their claim handlingadherence to prescribed standards <sup>p. 46</sup>.
* The ''Incurredincurred but not reported (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 other factors such as 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 from the Chief Actuary and determine the best estimate for the reserve for losses and LAE <sup>p. 46</sup>.
* The Reserve Committee uses judgment to determine the best estimate for the reserve for losses and LAE on the balance sheet <sup>p. 46</sup>.
* In establishing quarterly actuarial recommendations, the actuary estimates an initial expected ultimate loss ratio for each underwriting division <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 including litigation and regulatory trends, legislative activity, climate change, social and 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 subjection to 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>.
* The impact of potential changes in the regulatory or legislative environment is difficult to quantify without specific, significant new regulation or legislation <sup>p. 46</sup>.
* In the event ofIf significant new regulation or legislation occurs, the company will attempt to quantify its impact, but accuracy or success is not assured <sup>p. 46</sup>.
* The actuarial review considers multiple actuarial methods to estimate the reserve for losses and LAE <sup>p. 46</sup>.
* ''Actuarial methods'' include paid and incurred loss development methods, paid and incurred Bornhuetter-Ferguson methods, paid and incurred loss ratio cape cod methods, and frequency and severity methods <sup>p. 46</sup>.
Line 2,579 ⟶ 2,554:
* Actual reporting and payment patterns could differ from expected patterns, which are based on company and industry data <sup>p. 46</sup>.
* The ultimate settlement of losses and related LAE may vary significantly from estimates in financial statements <sup>p. 46</sup>.
* Estimates are regularly reviewed and adjusted as experience develops or new information becomes known, with adjustments included in current operations <sup>p. 46</sup>.
* Adjustments are included in the results of current operations <sup>p. 46</sup>.
* ''Development'' is the amount by which estimated losses differ from those originally reported for a period <sup>p. 46</sup>.
* Development is ''unfavorableUnfavorable development'' occurs when losses settle for more than reserved or subsequent estimates indicate reserve increases <sup>p. 46</sup>.
* Development is ''favorableFavorable development'' occurs when losses settle for less than reserved or subsequent estimates indicate reserve reductions <sup>p. 46</sup>.
* Favorable or unfavorable development of loss reserves is reflected in the results of operations in the period the estimates are changed <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>.
 
{{Indexing|Impact of a 5% change in net IBNR on reserves, income, and====== equity|Impact of a 5% change in net IBNR on reserves, income, and equity, Case reserves, IBNR|rmmhubj8mh|e40m7ou132|kind=table|order=68}}====
 
<div style="overflow-x:auto">
Line 2,637 ⟶ 2,613:
</div>
 
====== Recent Accounting Pronouncements ======
{{Indexing|Recent Accounting Pronouncements|Recent Accounting Pronouncements, ASU 2023-09, Income Tax Disclosures, ASU 2024-03, Income statement expenses, ASU 2025-01|ie3cmfrol3|kind=prose|order=69|f1=ASU 2023-09 issuance|v1=December 2023|f2=ASU 2023-09 effective date|v2=fiscal years beginning after December 15, 2024|f3=ASU 2024-03 issuance|v3=November 2024|f4=ASU 2025-01 issuance|v4=January 2025|f5=ASU 2024-03 effective date|v5=first annual reporting period beginning after December 15, 2026}}
 
* In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures (Topic 740)" <sup>p. 47</sup>.
* ASU 2023-09 mandates publicenhanced companiesrate toreconciliation providedisclosures enhancedfor annualpublic ratecompanies reconciliation disclosuresannually, 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>.
* TheAdditional companydisclosures hashave been 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 alter expense captions on the face of the income statement but requires disaggregation of certain expense captions into specified categories in financial statement footnotes <sup>p. 47</sup>.
* ASU 2024-03 mandatesrequires a footnote disclosure for specific expenses, requiring PBEs to disaggregate, in a tabular presentation, for relevant income statement expense captions that include any of the following natural expenses: (1)such as purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part offrom oil- and gas-producing activities or other types of depletion expenses <sup>p. 47</sup>.
* The tabular disclosure would also include certain other expenses, wherewhen applicable <sup>p. 47</sup>.
* In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03 <sup>p. 47</sup>.
* The effective date for ASU 2024-03 is 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>.
Line 2,658 ⟶ 2,634:
== Financial Statements ==
 
====== Report of Independent Registered Public Accounting Firm ======
{{Indexing|Report of Independent Registered Public Accounting Firm|Report of Independent Registered Public Accounting Firm, Consolidated financial statements, Internal Control Over Financial Reporting, Basis for Opinion, Responsibilities of the Auditor, Audit Scope, Critical Audit Matters|x856lnzuq2|l96bfbct4s|kind=prose|order=70|f1=Financial statements as of|v1=December 31, 2023 and 2022|f2=Internal Control Over Financial Reporting as of|v2=December 31, 2023|f3=Auditor|v3=public accounting firm registered with the PCAOB|f4=Critical Audit Matters|v4=None}}
 
* ''Opinion'':We Thehave audited the consolidated financial statements present fairly, in all material respects, the financial position of Skyward Specialty Insurance Group, Inc. and its subsidiaries, which include the consolidated balance sheets as of December 31, 2023 and 2022, and the resultsrelated ofconsolidated theirstatements of operations, andcomprehensive theirincome (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, inand conformitythe withrelated U.S.notes generally(collectively acceptedreferred accountingto as the “consolidated financial principlesstatements”) <sup>p. 49</sup>.
* ''InternalWe Controlhave Overalso Financialaudited Reporting'':the Theeffectiveness Companyof maintainedSkyward effectiveSpecialty Insurance Group, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) <sup>p. 49</sup>.
* In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Skyward Specialty Insurance Group, Inc. and its subsidiaries as of December 31, 2023 and 2022, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles <sup>p. 49</sup>.
* ''Basis for Opinion'': The audit was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) <sup>p. 49</sup>.
* In our opinion, Skyward Specialty Insurance Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO <sup>p. 49</sup>.
* ''Responsibilities of the Auditor'': The auditor is a public accounting firm registered with the PCAOB and is required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB <sup>p. 49</sup>.
* ''Audit Scope'': The audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks <sup>p. 49</sup>.
* ''Critical Audit Matters'': Critical audit matters are those matters arising from the audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex auditor judgments <sup>p. 49</sup>.
* ''No Critical Audit Matters'': The auditor determined that there were no critical audit matters <sup>p. 49</sup>.
* ''Auditor'': Ernst & Young LLP <sup>p. 49</sup>.
* ''Location'': Houston, Texas <sup>p. 49</sup>.
* ''Date'': February 28, 2024 <sup>p. 49</sup>.
 
====== Opinion on Internal Control Over Financial Reporting ======
{{Indexing|Opinion on Internal Control Over Financial Reporting|Opinion on Internal Control Over Financial Reporting, Internal control over financial reporting, Consolidated balance sheets, Consolidated statements of operations and comprehensive income, Stockholders’ equity, Cash flows|l96bfbct4s|x856lnzuq2|kind=prose|order=71|f1=Internal control audit as of|v1=December 31, 2025|f2=COSO criteria|v2=2013 framework|f3=Consolidated balance sheets as of|v3=December 31, 2025 and 2024|f4=Report dated|v4=March 2, 2026}}
 
* ''Internal control over financial reporting'' of Skyward Specialty Insurance Group, Inc. and subsidiaries was audited as of December 31, 2025 <sup>p. 50</sup>.
* The audit was based on criteria established in the ''Internal Control—Integrated Framework'' issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria) <sup>p. 50</sup>.
* ''Skyward Specialty Insurance Group, Inc. and subsidiaries'' (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria <sup>p. 50</sup>.
* The ''consolidated balance sheets'' of the Company as of December 31, 2025 and 2024, andthe related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, wereand auditedrelated notes and financial statement schedules listed in accordancethe withIndex PCAOBat standardsItem 15(a) were also audited <sup>p. 50</sup>.
* The ''reportaudit datedwas Marchconducted 2,in 2026''accordance expressedwith anthe unqualified''standards opinion onof the consolidatedPublic financialCompany statementsAccounting andOversight relatedBoard notes(United andStates) schedules(PCAOB)'' <sup>p. 50</sup>.
* A ''report dated March 2, 2026'' expressed an unqualified opinion on the consolidated financial statements <sup>p. 50</sup>.
 
====== Basis for Opinion ======
{{Indexing|Basis for Opinion|Basis for Opinion, Management's responsibility, Auditor's responsibility, PCAOB standards, Audit scope, Material weakness assessment, Internal control design and operating effectiveness|x856lnzuq2|l96bfbct4s|kind=prose|order=72}}
 
* The Company''Management's management isresponsibility'' responsible forincludes maintaining effective internal control over financial reporting and forassessing its assessmenteffectiveness, as includeddetailed in the accompanying Management’s Report on Internal Control over Financial Reporting <sup>p. 51</sup>.
* The auditor''Auditor's responsibility'' is to express an opinion on the Company’s internal control over financial reporting based on their audit <sup>p. 51</sup>.
* The auditor is a ''public accounting firm'' registered with the PCAOB and is required to be independent in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB <sup>p. 51</sup>.
* The auditauditor wasis conductedrequired to be ''independent'' with respect to the Company in accordance with theU.S. standardsfederal securities laws and applicable rules and regulations of the SEC and the PCAOB <sup>p. 51</sup>.
* The audit was conducted in accordance with ''PCAOB standards'' <sup>p. 51</sup>.
* PCAOB standards require planning and performing the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects <sup>p. 51</sup>.
* PCAOB standards require planning and performing the audit to obtain ''reasonable assurance'' about whether effective internal control over financial reporting was maintained in all material respects <sup>p. 51</sup>.
* The audit included obtaining an understanding of internal control over financial reporting, assessing the risk of a material weakness, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing other necessary procedures <sup>p. 51</sup>.
* The audit procedures included obtaining an ''understanding of internal control'' over financial reporting, assessing the risk of material weakness, testing and evaluating the design and operating effectiveness of internal control, and performing other necessary procedures <sup>p. 51</sup>.
* The auditor believes their audit provides a reasonable basis for their opinion <sup>p. 51</sup>.
* The auditor believes their audit provides a ''reasonable basis'' for their opinion <sup>p. 51</sup>.
 
{{Indexing|====== Definition and Limitations of Internal Control Over Financial Reporting|Internal control over financial reporting, financial statement reliability, transaction recording, asset disposition, effectiveness evaluations|l96bfbct4s|x856lnzuq2|kind=prose|order=73}}====
 
* ''Internal control over financial reporting'' is a process designed to provide reasonable assurance about the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles <sup>p. 52</sup>.
* ''Internal control over financial reporting'' includes policies and procedures that maintain recordsaccurate accuratelyrecords reflectingof transactions and asset dispositions <sup>p. 52</sup>.
* ''Internal control over financial reporting'' provides reasonable assurance thatensures transactions are recorded to permitfor financial statement preparation inaccording accordance withto GAAP, and that receipts and expenditures alignare withauthorized by management and director authorizationsdirectors <sup>p. 52</sup>.
* ''Internal control over financial reporting'' provides reasonable assurance regardingfor the preventionpreventing or timely detection ofdetecting unauthorized acquisition, use, or disposition of company assets that could materially affect financial statements <sup>p. 52</sup>.
* ''Internal control over financial reporting'' has inherent limitations and may not prevent or detect misstatements <sup>p. 52</sup>.
* ''Projections of the effectiveness evaluations''of internal control to future periods carry the risk that controls may become inadequate due to changing conditions or that compliance with policies/ and procedures may deteriorate <sup>p. 52</sup>.
 
Caption: Report of independent registered public accounting firm
Line 2,705 ⟶ 2,677:
| March 2, 2026 |
 
====== Report of Independent Registered Public Accounting Firm ======
{{Indexing|Report of Independent Registered Public Accounting Firm|Consolidated financial statements, internal control over financial reporting, audit scope, audit procedures, auditor responsibilities|x856lnzuq2|l96bfbct4s|kind=prose|order=74|f1=Auditor|v1=Ernst & Young LLP|f2=Audit opinion|v2=unqualified|f3=Internal control opinion|v3=effective|f4=Internal control framework|v4=Internal Control—Integrated Framework (2013) issued by COSO|f5=Audit standards|v5=PCAOB}}
 
* ''Opinion'': The consolidated financial statements present fairly, in all material respects, the financial position of Skyward Specialty Insurance Group, Inc. and its subsidiaries as of December 31, 2023 and 2022, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principlesU.S. generally accepted inaccounting the United States of Americaprinciples <sup>p. 53</sup>.
* ''Basis for Opinion'': The consolidated financial statements are the responsibility of the Company’s management <sup>p. 53</sup>.
* ''Internal Control Over Financial Reporting'': The Company maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) <sup>p. 53</sup>.
* ''BasisAuditor for OpinionsResponsibility'': The auditsauditor's wereresponsibility conductedis into accordanceexpress withan theopinion standardson ofthese theconsolidated Publicfinancial Companystatements Accountingbased Oversighton Boardthe (United States) (PCAOB)audits <sup>p. 53</sup>.
* ''ResponsibilitiesAudit of the AuditorsConduct'': The auditorsaudits arewere a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyconducted in accordance with the U.S.standards federal securities laws andof the applicablePublic rulesCompany andAccounting regulationsOversight ofBoard the(United Securities and Exchange Commission and theStates) (PCAOB) <sup>p. 53</sup>.
* ''AuditPCAOB ScopeStandards'': TheThose auditsstandards includedrequire performingthat proceduresthe toauditor plan and assessperform the risksaudit ofto materialobtain misstatementreasonable ofassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks <sup>p. 53</sup>.
* ''Audit Procedures'': ProceduresThe audit included examining,performing onprocedures ato testassess basis,the evidencerisks regardingof thematerial amountsmisstatement andof disclosuresthe in theconsolidated financial statements, evaluatingwhether the accounting principles used and significantdue estimatesto madeerror byor managementfraud, and evaluatingperforming theprocedures overallthat presentationrespond ofto thethose financial statementsrisks <sup>p. 53</sup>.
* ''Evidence Gathering'': Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements <sup>p. 53</sup>.
* ''Internal Control Audit Scope'': The audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk <sup>p. 53</sup>.
* ''Accounting Principles'': The audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements <sup>p. 53</sup>.
* ''Material Weakness Definition'': A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis <sup>p. 53</sup>.
* ''Auditor's Conclusion on InternalReasonable ControlBasis'': The auditorsauditor believebelieves that theirthe audits provide a reasonable basis for theirthe opinionsopinion <sup>p. 53</sup>.
* ''Critical Audit Matters (CAMs)'': CAMsCritical areaudit matters arisingare fromnot theaddressed, auditand ofno theopinion financialis statementsexpressed thaton werethe communicatedeffectiveness or required to be communicated toof the auditCompany’s committeeinternal andcontrol that (1) relate to accounts or disclosures that are material to theover financial statements and (2) involved especially challenging, subjective, or complex auditor judgmentreporting <sup>p. 53</sup>.
* ''No CAMs Identified'': The auditors determined that there were no critical audit matters <sup>p. 53</sup>.
* ''Auditor Firm'': Ernst & Young LLP <sup>p. 53</sup>.
* ''Auditor Location'': Houston, Texas <sup>p. 53</sup>.
* ''Report Date'': FebruaryMarch 291, 2024 <sup>p. 53</sup>.
 
====== Opinion on the Financial Statements ======
{{Indexing|Opinion on the Financial Statements|Consolidated financial statements, audit scope, financial position, operational results, cash flows, internal control over financial reporting|x856lnzuq2|l96bfbct4s|kind=prose|order=75|f1=Audit opinion|v1=unqualified|f2=Internal control opinion|v2=unqualified|f3=Internal control framework|v3=2013 framework of Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission|f4=Audit standards|v4=PCAOB}}
 
* The accompanying consolidated financialbalance statementssheets of Skyward Specialty Insurance Group, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, and for the three years ended December 31, 2025, have been audited <sup>p. 54</sup>.
* The audit included therelated consolidated balance sheets, statements of operations and comprehensive income, stockholders' equity, and cash flows, alongfor witheach relatedof notesthe andthree years in the period ended December 31, 2025, have financialalso statementbeen schedulesaudited <sup>p. 54</sup>.
* The consolidated financial statements fairly present fairly, in all material respects, the Company's financial position as of December 31, 2025 and 2024, and its operational results and cash flows for the three yearsCompany endedat December 31, 2025, inand conformity with U.S. generally accepted accounting principles2024 <sup>p. 54</sup>.
* The results of the Company's internaloperations controland overits financialcash reportingflows asfor each of the three years in the period ended December 31, 2025, wasare also auditedpresented in accordanceconformity with PCAOBU.S. generally accepted accounting standardsprinciples <sup>p. 54</sup>.
* The audit ofCompany's internal control wasover basedfinancial onreporting criteria from the 2013 frameworkas of InternalDecember Control—Integrated31, Framework2025, issuedhas bybeen theaudited Committeein of Sponsoring Organizations ofaccordance thewith TreadwayPCAOB Commissionstandards <sup>p. 54</sup>.
* The audit of internal control over financial reporting was based on criteria established in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) <sup>p. 54</sup>.
* The report dated March 2, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting <sup>p. 54</sup>.
 
====== Basis for Opinion ======
{{Indexing|Basis for Opinion|Financial statements, auditor responsibilities, audit standards, material misstatement, audit procedures|x856lnzuq2|kind=prose|order=76|f1=Audit standards|v1=PCAOB}}
 
* The Company's management is responsible for the financial statements <sup>p. 55</sup>.
* The auditorauditors's responsibility is to express an opinion on the Company's financial statements based on their audits <sup>p. 55</sup>.
* The auditorauditors isare a public accounting firm registered with the PCAOB and must be independent of the Company according to U.S. federal securities laws and SEC/PCAOB rules and regulations <sup>p. 55</sup>.
* The auditors are required to be independent in accordance with U.S. federal securities laws and applicable rules and regulations of the SEC and the PCAOB <sup>p. 55</sup>.
* Audits were conducted in accordance with PCAOB standards <sup>p. 55</sup>.
* PCAOB standards require planning and performing audits to obtain reasonable assurance that financial statements are free of material misstatement, whether due to error or fraud <sup>p. 55</sup>.
* Audit procedures included assessing risks of material misstatement and responding to those risks <sup>p. 55</sup>.
* Procedures involved examining evidence, on a test basis, evidence regarding amounts and disclosures in the financial statements <sup>p. 55</sup>.
* Audits also included evaluating accounting principles, significant management estimates, and the overall presentationfinancial ofstatement financial statementspresentation <sup>p. 55</sup>.
* The auditors believe their audits provide a reasonable basis for their opinion <sup>p. 55</sup>.
 
====== Critical Audit Matter ======
{{Indexing|Critical Audit Matter|Critical audit matter, financial statements, audit committee communication, judgments|x856lnzuq2|kind=prose|order=77}}
 
* The critical audit matter discussed arises from the current period audit of the financial statements <sup>p. 56</sup>.
* This matter was communicated or required to be communicated to the audit committee <sup>p. 56</sup>.
* The critical audit matter relates to accounts or disclosures material to the financial statements <sup>p. 56</sup>.
* The matter involved especially challenging, subjective, or complex judgments by the auditors <sup>p. 56</sup>.
* The communicationCommunication of this critical audit matter does not alter the opinion on the consolidated financial statements as a whole <sup>p. 56</sup>.
* CommunicatingThe the critical audit mattercommunication does not provide a separate opinion on the critical audit matter or its related account/disclosure <sup>p. 56</sup>.
 
====== Valuation of Reserves for Unpaid Losses and Loss Adjustment Expenses ======
{{Indexing|Valuation of Reserves for Unpaid Losses and Loss Adjustment Expenses|Reserves for unpaid losses and loss adjustment expenses, incurred but not reported reserves (IBNR), estimation methods, actuarial procedures, internal controls|rmmhubj8mh|gva2857foa|e40m7ou132|kind=prose|order=78|f1=Reserves for unpaid losses and LAE|v1=USD 2.3bn at December 31, 2025}}
 
* ''Company’s reserves''Reserves for unpaid losses and loss adjustment expenses (LAE)'' were USD 2.3bn at December 31, 2025, with a significant portion representing incurred but not reported reserves (IBNR) <sup>p. 57</sup>.
* ''Reserves for unpaid losses and LAE'' represent the estimated ultimate cost of all unreported and reported but unpaid insured claims and the cost to adjust losses incurred as of the balance sheet date <sup>p. 57</sup>.
* A significant portion of these reserves represents ''incurred but not reported reserves'' (IBNR) <sup>p. 57</sup>.
* The Company estimates these reserves using individual case-basis valuations of reported claims, statistical analyses, and various actuarial procedures <sup>p. 57</sup>.
* ''Reserves for unpaid losses and LAE'' represent the estimated ultimate cost of all unreported and reported but unpaid insured claims and the cost to adjust incurred losses as of the balance sheet date <sup>p. 57</sup>.
* Estimates are based on historical information, industry and peer group information, and trends in factors like loss severity, loss frequency, and inflation <sup>p. 57</sup>.
* The Company estimates these reserves using ''individual case-basis valuations'' of reported claims, statistical analyses, and various actuarial procedures <sup>p. 57</sup>.
* Auditing management's estimate of reserves for unpaid losses and LAE, including IBNR, was complex due to significant estimation uncertainty <sup>p. 57</sup>.
* Estimates are based on ''historical information, industry and peer group information'', and trends in factors like loss severity, loss frequency, and inflation <sup>p. 57</sup>.
* This complexity involved evaluating management's methods and assumptions, such as loss development factors, expected loss ratios, and trends applied to historical experience <sup>p. 57</sup>.
* Auditing management's estimate of reserves for unpaid losses and LAE, including IBNR, was complex due to ''significant estimation uncertainty'' in evaluating management's methods and assumptions <sup>p. 57</sup>.
* ''KeyThese assumptions'' includesignificantly lossaffect developmentthe factors, expected loss ratios, and trends applied to thevaluation Company’sof historicalIBNR experiencereserves <sup>p. 57</sup>.
* The audit involved understanding, evaluating, and testing the operating effectiveness of internal controls over management's estimation process for losses and LAE reserves <sup>p. 57</sup>.
* These assumptions significantly affect the ''valuation of IBNR reserves'' <sup>p. 57</sup>.
* WeThis obtainedincluded an understanding, evaluated the design,reviewing and testedapproving the operating effectiveness of 'management'internals controls''methods overand management’sassumptions processused forin estimating losses and LAE reserves <sup>p. 57</sup>.
* ThisWith actuarial specialists' assistance, audit procedures included reviewingevaluating andthe approvingselection management'sof actuarial ''methods, andcomparing assumptions''them forto prior periods and estimatingindustry reservespractices <sup>p. 57</sup>.
* WithAssumptions used in actuarial specialists,methods auditwere proceduresevaluated includedby evaluatingcomparing thesignificant ''selectionassumptions of(loss actuarialdevelopment methods''factors, usedexpected byloss managementratios, comparing themtrends) to priorthe periodsCompany's historical experience and current industry practicesbenchmarks <sup>p. 57</sup>.
* An independent range of reserve estimates was developed and compared to management's best estimate for unpaid losses and LAE <sup>p. 57</sup>.
* We evaluated the ''assumptions'' used in actuarial methods by comparing significant assumptions (loss development factors, expected loss ratios, trends) to the Company’s historical experience and current industry benchmarks <sup>p. 57</sup>.
* WeA developedreview anof ''independentthe rangedevelopment of prior year reserve estimates'' and compared it to management’s best estimate for unpaid losseswas andalso LAEperformed <sup>p. 57</sup>.
* We also reviewed the ''development of prior year reserve estimates'' <sup>p. 57</sup>.
 
Caption: Report of independent registered public accounting firm
Line 2,777 ⟶ 2,749:
| March 2, 2026 |
 
{{Indexing|Consolidated====== balance sheets|Consolidated balance sheets, accompanying notes|offa7is5x7|kind=prose|order=79}}====
 
* The accompanying notes are an integral part of the consolidated financial statements <sup>p. 58</sup>.
 
{{Indexing|====== Consolidated balance sheets||offa7is5x7|1f87rdfb5o|966xer0dpm|kind =====table|order=80}}
 
<div style="overflow-x:auto">
Line 2,946 ⟶ 2,918:
</div>
 
{{Indexing|====== Consolidated statements of operations and comprehensive income|Consolidated statements of operations, comprehensive income, accompanying notes|ed0t39ch3f|utcfjac7ow|kind=prose|order=81}}====
 
* The accompanying notes are an integral part of the consolidated financial statements <sup>p. 59</sup>.
 
{{Indexing|====== Consolidated statements of operations||ed0t39ch3f|wpkf9ycgxf|jpoeftv18u|irxh3hcbqz|qfq1t7e6o0|kind =====table|order=82}}
 
<div style="overflow-x:auto">
Line 3,125 ⟶ 3,097:
</div>
 
{{Indexing|Consolidated====== statements of stockholders’ equity|Consolidated statements of stockholders’ equity, accompanying notes|z6dk9e62ik|kind=prose|order=83}}====
 
* The accompanying notes are an integral part of the consolidated financial statements <sup>p. 60</sup>.
 
{{Indexing|====== Consolidated statements of shareholdersstockholders' equity||z6dk9e62ik|0lk0pqg9zh|kind =====table|order=84}}
 
<div style="overflow-x:auto">
Line 3,328 ⟶ 3,300:
</div>
 
{{Indexing|Consolidated====== statements of cash flows|Consolidated statements of cash flows, accompanying notes|cs6p6hop55|kind=prose|order=85}}====
 
* The accompanying notes are an integral part of the consolidated financial statements <sup>p. 61</sup>.
 
{{Indexing|====== Consolidated statements of cash flows||cs6p6hop55|kind =====table|order=86}}
 
<div style="overflow-x:auto">
Line 3,588 ⟶ 3,560:
(1) The sum of cash and cash equivalents and restricted cash from the Consolidated Balance Sheets.
 
====== A. Description of Business ======
{{Indexing|A. Description of Business|Skyward Specialty Insurance Group, Inc., insurance holding company, underwriting divisions, Great Midwest Insurance Company, Houston Specialty Insurance Company, Imperium Insurance Company, Oklahoma Specialty Insurance Company, Skyward Re, Skyward Underwriters Agency, Inc., Skyward Service Company, Skyward Specialty No. 1 Limited, Apollo Group Holdings Limited|cmtswfs0go|lht8rybaqk|20fueoa3q1|kind=prose|order=87|f1=Legal name|v1=Skyward Specialty Insurance Group, Inc.|f2=State of incorporation|v2=Delaware|f3=Year founded|v3=2006|f4=Subsidiaries|v4=Great Midwest Insurance Company, Houston Specialty Insurance Company, Imperium Insurance Company, Oklahoma Specialty Insurance Company, Skyward Re, Skyward Underwriters Agency, Inc., Skyward Service Company, Skyward Specialty No. 1 Limited|f5=Acquisition|v5=Apollo Group Holdings Limited on January 1, 2026}}
 
* The ''Skyward Specialty Insurance Group, Inc.Company'' (the "Company") is a Delaware corporation organized in 2006, operating as an insurance holding company <sup>p. 62</sup>.
* TheIt Companyfunctions operatesas ina specialty insurance company within one segment, deliveringproviding commercial property and casualty insurance products through its underwriting divisions <sup>p. 62</sup>.
* The Company has four wholly owned U.S.-based insurance company subsidiaries in the United States <sup>p. 62</sup>.
** ''Great Midwest Insurance Company'' ("GMIC")'' underwrites insurance on an admitted basis and is a certified surety bond company listed with the U.S. Department of the Treasury <sup>p. 62</sup>.
** ''Houston Specialty Insurance Company'' ("HSIC")'', a subsidiary of GMIC, underwrites insurance on a non-admitted basis <sup>p. 62</sup>.
** ''Imperium Insurance Company'' ("IIC")'', a subsidiary of HSIC, underwrites insurance on an admitted basis <sup>p. 62</sup>.
** ''Oklahoma Specialty Insurance Company'' ("OSIC")'', a subsidiary of IIC, underwrites insurance on a non-admitted basis <sup>p. 62</sup>.
* The Company hasowns ''Skyward Re'', a wholly owned captive reinsurance company subsidiary, ''Skyward Re'', domiciled in the Cayman Islands <sup>p. 62</sup>.
** Skyward Re assumed net reserves for certain divisions related to a retroactive reinsurance contract from the Company's insurance companies, related to a retroactive reinsurance contract, and retroceded these net reserves to a third-party reinsurer <sup>p. 62</sup>.
* The Company has three non-risk bearing wholly owned subsidiaries <sup>p. 62</sup>.
** ''Skyward Underwriters Agency, Inc.'' ("SUA")'' is a managing general insurance agent and reinsurance broker for property and casualty risks in specialty niche markets <sup>p. 62</sup>.
** ''Skyward Service Company'' provides various administrative services to the Company'sCompany’s subsidiaries <sup>p. 62</sup>.
** ''Skyward Specialty No. 1 Limited'' is a Lloyd'sLloyd’s corporate member authorized to invest in Lloyd'sLloyd’s syndicates <sup>p. 62</sup>.
* On January 1, 2026, the Company completed the acquisition ofacquired ''Apollo Group Holdings Limited'' for an aggregate consideration of approximately $555.0 million <sup>p. 62</sup>.
** Additional information onregarding thisthe acquisition is providedavailable in Note 24 <sup>p. 62</sup>.
 
====== B.     Basis of Presentation ======
{{Indexing|B.     Basis of Presentation|Consolidated financial statements, Generally Accepted Accounting Principles (GAAP), intercompany transactions, estimates and assumptions|ow7tevuxxr|ie3cmfrol3|kind=prose|order=88}}
 
* The Company's consolidated financial statements are prepared according to Generally Accepted Accounting Principles in the United States of America ("GAAP") <sup>p. 63</sup>.
* GAAP differs in some aspects from the principles used in reports to insurance regulatory authorities <sup>p. 63</sup>.
* The consolidated financial statements encompass the accounts of the holding company and its subsidiaries <sup>p. 63</sup>.
* All intercompany transactions and balances arehave been eliminated during consolidation <sup>p. 63</sup>.
* Preparing consolidated financial statements underin conformity with GAAP necessitates the Company making estimates and assumptions that influenceimpact thereported amounts reported in the financial statements and notes <sup>p. 63</sup>.
* The Company's actual results may vary from these estimates <sup>p. 63</sup>.
 
====== C.    Consolidation ======
{{Indexing|C.    Consolidation|Consolidation, variable interest entity (VIE), primary beneficiary, voting interest, related party analysis, fair value of assets, financial performance|ow7tevuxxr|kind=prose|order=89}}
 
* The Company consolidates anentities entity ifwhere it meetshas a controlling financial interest, determining this by assessing if the definitionentity ofis a variableVariable interestInterest entityEntity (VIE) for which the Company is the primary beneficiary, or if the Company controls the entity through a majority of voting interest or other arrangements <sup>p. 64</sup>.
* A ''VIE'' is defined as an entity that either lacks sufficient equity tofor finance its activitiesfinancing without additional subordinated financial support, whosehas equity holders lack thelacking characteristics of a controlling financial interest, and/or is established with non-substantive voting rights <sup>p. 64</sup>.
* The Company's assessment of VIE statusVIEs involves subjectivity in determining whichidentifying activities that most significantly affect the VIE’s performance and requires estimates aboutof current and future fair value of assets and financial performance of the VIE <sup>p. 64</sup>.
* In performing the ''related party analysis'', the Company considers qualitative and quantitative factors including theinvestment characteristics and size ofrelative itsto investmentthe related party, ability to control or significantly influence key decisions (including de facto agents), obligation or likelihood to fund operating losses, and similarity and significance of the VIE’s business activities to those of the Company and related party <sup>p. 64</sup>.
* The determination of whether an entity is a VIE and whetherif the Company is the primary beneficiary involves significant judgment and depends on specific facts and circumstances at the time of assessment <sup>p. 64</sup>.
* At each reporting period, the Company reassesses changes in facts and circumstances that could alter an entity's VIE status or the Company's consolidation assessment <sup>p. 64</sup>.
* ''Changes in consolidation status'' are applied prospectively <sup>p. 64</sup>.
* If an entity is consolidated due to reassessment, its assets, liabilities, and noncontrolling interest are recorded at fair value upon initial consolidation <sup>p. 64</sup>.
* Any existing equity interest held by the Company in thean entity prior to obtaining control is remeasured at fair value, potentially resulting in a gain or loss recognized upon initial consolidation <sup>p. 64</sup>.
* The Company may also ''deconsolidate a subsidiary'' following reassessment, which could result in a gain or loss dependingrecognized upon deconsolidation, based on the carrying values of deconsolidated assets and liabilities compared to the fair value of any retained interests <sup>p. 64</sup>.
* After performing these assessments, the Company determinedhas thatidentified one entity that meets the definition of a VIE for which the Company is the primary beneficiary <sup>p. 64</sup>.
* Further details and required disclosures regarding this VIE are provided in Note 7 <sup>p. 64</sup>.
 
{{Indexing|====== D.     Cash and Cash Equivalents|Cash and cash equivalents, fixed maturity securities, fair value|cs6p6hop55|kind=prose|order=90}}====
 
* ''Cash and cash equivalents'' include cash on hand and fixed maturity securities with original maturities of three months or less <sup>p. 65</sup>.
* The ''carrying value'' of the Company’s cash and cash equivalents approximates fair value <sup>p. 65</sup>.
 
====== E.    Restricted Cash ======
{{Indexing|E.    Restricted Cash|Restricted cash, legal restriction, SUA, unremitted insurance premiums, state regulations, collateral for reinsurance balances|cs6p6hop55|kind=prose|order=91}}
 
* ''Restricted cash'' is cash with a legal restriction on withdrawal or use by the consolidated group <sup>p. 66</sup>.
* The ''carrying value'' of the Company’s restricted cash'' approximates fair value <sup>p. 66</sup>.
* ''SUA'' collects premiums from clients, deducts commissions and applicable fees, and remits the remaining premiums to the Company’sCompany's insurance companies or third-party insurance companies <sup>p. 66</sup>.
* ''SUA'' holds unremitted insurance premiums in a fiduciary capacity for third-party insurance companies, recorded as restricted cash <sup>p. 66</sup>.
* The Company is required by ''state regulations'' to maintain ''assets on deposit'' with certain states and hold cash as collateral for certain reinsurance balances <sup>p. 66</sup>.
* The Company is required to hold ''cash as collateral'' for certain reinsurance balances <sup>p. 66</sup>.
* ''Cash held'' in a depository account for others, or restricted by a state, is recorded as restricted cash <sup>p. 66</sup>.
* ''Cash held in a depository account'' for others or restricted by a state is recorded as restricted cash <sup>p. 66</sup>.
 
====== F.    Investments ======
{{Indexing|F.    Investments|Available for Sale fixed maturities, fair value, unrealized loss position, amortized cost, allowance for credit losses, credit-related factors, held-to-maturity fixed maturity securities, historical loss rate, Moody’s multi-year cumulative loss rates, asset-backed securities|966xer0dpm|j8uunnd14x|m0cjxgvmvi|kind=prose|order=92}}
 
* ''Available for Sale fixed maturitiesInvestments'': Fixed maturities classified as available-for-sale are carried at fair value <sup>p. 67</sup>.
* For ''available-for-saleUnrealized fixedLosses (Available for maturitiesSale)'': inIf anthere unrealizedis loss position, the Company first determinesan intent to sell or a likelihood of being required to sell before maturity or recovery of cost recoverybasis, the amortized cost is written down to fair value, with losses recognized in net investment gains on the Consolidated Statements of Operations <sup>p. 67</sup>.
* ''Credit-Related Unrealized Losses (Available for Sale)'': If neither of the above criteria are met, and unrealized losses are credit-related, an allowance for credit losses is determined using the present value of cash flows compared to the amortized cost <sup>p. 67</sup>.
* If intent or likelihood of sale exists, the ''amortized cost'' is written down to fair value, with losses recognized in net investment gains on the Consolidated Statements of Operations <sup>p. 67</sup>.
* ''Credit Loss Allowance Recognition (Available for Sale)'': Prior to 2025, changes in the allowance for credit losses were recognized in net investment income; as of 2025, they are recognized in net investment gains, with prior periods updated for conformity <sup>p. 67</sup>.
* If neither sale criterion is met, the Company assesses if ''unrealized losses'' are due to credit-related factors <sup>p. 67</sup>.
* If ''unrealized losses'Stockholders' areEquity credit-related,Impact an allowance(Available for creditSale)'': Credit losses is determinedlimited by comparingfair thevalue presentare valuerecognized in stockholders’ equity, net of cashtaxes, as a component of flowsaccumulated toother thecomprehensive amortizedincome cost(loss) <sup>p. 67</sup>.
* Prior''Non-Credit toRelated 2025,Unrealized Losses (Available for Sale)''changes: inUnrealized thelosses allowance fornot credit-related losses''continue wereto be recognized in stockholders’ equity, net investmentof taxes, as a component of accumulated other comprehensive income (loss) <sup>p. 67</sup>.
* ''Held-to-Maturity Investments'': Fixed maturity securities held-to-maturity are carried at amortized cost net of an allowance for credit losses <sup>p. 67</sup>.
* As of 2025, ''changes in the allowance for credit losses'' are recognized in net investment gains, and prior periods have been updated to conform to this presentation <sup>p. 67</sup>.
* ''Allowance for Credit Losses (Held-to-Maturity)'': The allowance represents the current estimate of expected credit losses, developed using Moody’s multi-year cumulative loss rates for asset-backed securities, adjusted for current conditions and forecasts <sup>p. 67</sup>.
* ''Credit losses'' limited by the fair value of the security are recognized in stockholders’ equity, net of taxes, as a component of accumulated other comprehensive income (loss) <sup>p. 67</sup>.
* ''Credit Loss Allowance Recognition (Held-to-Maturity)'': Prior to 2025, changes in the allowance for credit losses were recognized in net investment income; as of 2025, they are recognized in net investment gains, with prior periods updated for conformity <sup>p. 67</sup>.
* ''Unrealized losses'' that are not credit-related continue to be recognized in stockholders’ equity, net of taxes, as a component of accumulated other comprehensive income (loss) <sup>p. 67</sup>.
* ''Equity Securities with Readily Determinable Fair Value'': Includes common stock, preferred stock, and mutual funds (even those primarily investing in debt securities) <sup>p. 67</sup>.
* ''Held-to-maturity fixed maturity securities'' are carried at amortized cost net of an allowance for credit losses <sup>p. 67</sup>.
* The ''allowanceValuation forof creditEquity lossesSecurities'': representsCarried on the currentbalance estimatesheet ofat fair value using expectedquoted creditmarket lossesprices <sup>p. 67</sup>.
* ''Changes in Equity Securities Value'': Changes in carrying value are included in net investment gains (losses) within the Consolidated Statements of Operations <sup>p. 67</sup>.
* The Company develops a ''historical loss rate'' from Moody’s multi-year cumulative loss rates for asset-backed securities <sup>p. 67</sup>.
* The ''historicalMortgage lossLoans rateClassification'': isClassified adjustedas held for current conditionsinvestment and reasonablecarried at cost adjusted for unamortized premiums, discounts, and supportableloan forecastsfees <sup>p. 67</sup>.
* ''Uncollectible Mortgage Loans'': Uncollectible amounts are written off in the period they are determined to be uncollectible <sup>p. 67</sup>.
* Prior to 2025, ''changes in the allowance for credit losses'' for held-to-maturity securities were recognized in net investment income <sup>p. 67</sup>.
* ''Mortgage Loan Interest Recognition'': Interest is recognized as interest receivable and included in other assets on the Consolidated Balance Sheets <sup>p. 67</sup>.
* As of 2025, ''changes in the allowance for credit losses'' for held-to-maturity securities are recognized in net investment gains, and prior periods have been updated to conform <sup>p. 67</sup>.
* ''Fair Value Option for Mortgage Loans'': The Company elected the fair value option for mortgage loans effective January 1, 2023, as targeted transition relief from ASU 2016-13 adoption <sup>p. 67</sup>.
* ''Equity securities'' include common stock or preferred stock and mutual funds (even those primarily investing in debt securities) <sup>p. 67</sup>.
* ''Fair Value Option Impact (Mortgage Loans)'': Under this option, mortgage loans are measured at fair value, and changes in unrealized gains and losses are reported in net investment gains (losses) on the Consolidated Statements of Operations <sup>p. 67</sup>.
* ''Investments in equity securities with a readily determinable fair value'' are carried on the balance sheet at fair value using quoted market prices <sup>p. 67</sup>.
* ''ChangesInterest inIncome theRecognition carrying(Mortgage valueLoans)'': ofInterest equityincome securities''and areamortization includedcontinue to be recognized in net investment gains (losses)income withinon the Consolidated Statements of Operations <sup>p. 67</sup>.
* ''MortgageEquity loansMethod Investments Scope'': areIncludes classifiedinvestments asin heldequity forand investmentequity andsecurities carriedof atnon-public costentities adjustedand forindirect unamortizedinvestments premiums,in discounts,loans and loan feescollateral <sup>p. 67</sup>.
* ''Significant Influence Investments'': The Company has equity investments in certain limited partnerships and corporations where it has significant influence but not control <sup>p. 67</sup>.
* ''Uncollectible amounts'' for mortgage loans are written off in the period they are determined to be uncollectible <sup>p. 67</sup>.
* ''Variable Interest Entities'': Analysis indicated the Company is not the primary beneficiary of variable interest entities, thus not requiring consolidation <sup>p. 67</sup>.
* ''Interest on mortgage loans'' is recognized as interest receivable and included in other assets on the Consolidated Balance Sheets <sup>p. 67</sup>.
* ''Equity Method Accounting'': Used for investments in unconsolidated subsidiaries where the Company has significant influence <sup>p. 67</sup>.
* The Company elected the ''fair value option'' for mortgage loans effective January 1, 2023, as targeted transition relief from ASU 2016-13 adoption <sup>p. 67</sup>.
* Under the ''fairEquity Method valueInitial optionRecording'',: mortgageInitial loansinvestment areis measuredrecorded at fair value,cost and changesadjusted inbased unrealizedon gainsproportionate andshare lossesof aredistributions reported inand net investmentincome gainsor (losses)loss onof the Consolidated Statements of Operationsinvestee <sup>p. 67</sup>.
* ''InterestInvestment incomeIncome andComponent (Equity amortizationMethod)'': forThe mortgagedifference loansbetween underinvestment thecost fairand valueproportionate optionshare continueof tounderlying be recognizedequity in net assets is a component of investment income <sup>p. 67</sup>.
* ''Amortization of Difference (Equity Method)'': The Company amortizes this difference as an adjustment to its pro-rata share of equity method income over the useful life of the underlying asset <sup>p. 67</sup>.
* ''Equity method investments'' include equity and equity securities of non-public entities and indirect investments in loans and loan collateral <sup>p. 67</sup>.
* ''Non-Public Equity Securities (No Significant Influence)'': When these securities do not have a readily determinable fair value, they are carried at cost, minus impairment, and adjusted for observable price changes in orderly transactions for identical or similar investments <sup>p. 67</sup>.
* The Company has ''equity investments'' in certain limited partnerships and corporations where it has significant influence but not control <sup>p. 67</sup>.
* ''Indirect Collateralized Loans'': Investments in indirect collateralized loans and loan collateral are held through and accounted for as an ownership interest in an unconsolidated subsidiary <sup>p. 67</sup>.
* The Company determined it is not the primary beneficiary of these ''variable interest entities'' and does not consolidate them <sup>p. 67</sup>.
* The ''equityUnconsolidated methodSubsidiaries'': isOwnership usedinterests to account forinclude investments in unconsolidatedpartnerships, joint ventures, and special purpose investment subsidiariesvehicles <sup>p. 67</sup>.
* Under the ''equityOther Long-Term methodInvestments'',: initialConsist investmentof isan recordedinvestment atin costa andlimited adjustedpartnership basedheld onat proportionatenet shareasset ofvalue distributions(NAV) and netother incomelong-term or loss of theinvestment investeesecurities <sup>p. 67</sup>.
* ''Short-Term Investments'': Primarily money market funds, carried at cost which approximates fair value <sup>p. 67</sup>.
* The ''difference between investment cost and proportionate share of underlying equity'' is a component of investment income <sup>p. 67</sup>.
* ''Net Investment Income Components'': Consists of interest, dividends, and equity in earnings (losses) of unconsolidated subsidiaries, net of investment expenses like investment management expenses <sup>p. 67</sup>.
* The Company amortizes this ''difference'' as an adjustment to its pro-rata share of equity method income over the useful life of the underlying asset <sup>p. 67</sup>.
* ''Interest Income Recognition'': Recognized on an accrual basis <sup>p. 67</sup>.
* For ''equity securities of non-public entities'' where the Company lacks significant influence and fair value is not readily determinable, investments are carried at cost, minus impairment, and adjusted for observable price changes in orderly transactions <sup>p. 67</sup>.
* ''Dividend Recognition'': Recognized as earned at the ex-dividend date <sup>p. 67</sup>.
* ''Investments in indirect collateralized loans and loan collateral'' are held through and accounted for as ownership interests in unconsolidated subsidiaries <sup>p. 67</sup>.
* ''Interest Income on Asset-Backed Securities'': Recognized using the effective-yield method based on estimated principal repayments <sup>p. 67</sup>.
* The Company’s ''ownership interests in unconsolidated subsidiaries'' include investments in partnerships, joint ventures, and special purpose investment vehicles <sup>p. 67</sup>.
* ''Amortization/Accretion in Interest Income'': Includes amortization of premium and accretion of discounts on debt securities <sup>p. 67</sup>.
* The Company uses the ''equity method'' for these unconsolidated subsidiaries where it has significant influence but not control <sup>p. 67</sup>.
* ''OtherNet long-termInvestment investments''Gains consistand ofLosses anRecognition'': investmentRecognized in a limited partnership held at net assetincome valuebased (“NAV”) andupon otherthe long-termspecific investmentidentification securitiesmethod <sup>p. 67</sup>.
* ''Short-term investments'' primarily consist of money market funds and are carried at cost, which approximates fair value <sup>p. 67</sup>.
* ''Net investment income'' includes interest, dividends, and equity in earnings (losses) of unconsolidated subsidiaries, net of investment expenses <sup>p. 67</sup>.
* ''Interest income'' is recognized on an accrual basis, and ''dividends'' are recognized as earned at the ex-dividend date <sup>p. 67</sup>.
* ''Interest income on mortgage-backed and other asset-backed securities'' is recognized using the effective-yield method based on estimated principal repayments <sup>p. 67</sup>.
* ''Amortization of premium and accretion of discounts on debt securities'' are included in interest income <sup>p. 67</sup>.
* ''Net investment gains and losses'' are recognized in net income based upon the specific identification method <sup>p. 67</sup>.
 
====== G.    Derivatives ======
{{Indexing|G.    Derivatives|Commodity derivatives, FASB ASC Topic 815, Derivatives and Hedging, fair value, current earnings, net assets and liabilities, exchange-traded futures, forward purchase and sale contracts, economic hedges, hedge accounting treatment, valuation models|s22xbq0z1h|kind=prose|order=93|f1=Accounting standard|v1=FASB ASC Topic 815, Derivatives and Hedging}}
 
* The Company uses ''commodity derivatives'' to assume risk and manage exposures in the insurance industry <sup>p. 68</sup>.
* Commodity derivatives expose the Company to potentially unfavorable price changes to theof underlying commodities <sup>p. 68</sup>.
* The Company accounts for its derivatives in accordanceaccording withto ''FASB ASC Topic 815, Derivatives and Hedging'' <sup>p. 68</sup>.
* This accounting standard requires allAll derivatives to beare recorded at ''fair value'' on the Company’sCompany's balance sheet as either assets or liabilities <sup>p. 68</sup>.
* Changes in the fair value of derivatives are reflected in ''current earnings'' <sup>p. 68</sup>.
* The Company meets the criteria to ''net assets and liabilities'' related to derivatives <sup>p. 68</sup>.
* TheseNetted nettedderivative assets and liabilities are included in ''"other assets"'' on the Consolidated Balance Sheets <sup>p. 68</sup>.
* The Company considers its ''exchange-traded futures and forward purchase and sale contracts'' to be ''effective economic hedges'' <sup>p. 68</sup>.
* The Company has ''not elected hedge accounting treatment'' for theseits derivatives <sup>p. 68</sup>.
* The ''fair value of derivatives'' is estimated by reference tousing quoted prices or broker quotes, or through industry or /internal valuation models when quotes are unavailable <sup>p. 68</sup>.
* Further details and required disclosures regarding derivatives can beare foundprovided in ''Note 8'' <sup>p. 68</sup>.
 
====== H.    Reinsurance ======
{{Indexing|H.    Reinsurance|Prospective reinsurance, proportional reinsurance, excess of loss reinsurance, facultative reinsurance, ceded unearned premium, reinsurance balances recoverable, retroactive reinsurance, loss portfolio transfers (LPT), adverse development covers|20fueoa3q1|8ihdrbirer|tc5fw176pu|kind=prose|order=94}}
 
* The Company purchases prospective reinsurance for certain lines of business on a proportional, excess of loss, and facultative basis <sup>p. 69</sup>.
* ''Proportional reinsurance'' requires the Company to share losses and expenses with the reinsurer in exchange for a share of premiums <sup>p. 69</sup>.
* ''Excess of loss reinsurance'' shares losses, either proportionally or entirely, above a certainspecific dollar threshold, for a negotiated cost <sup>p. 69</sup>.
* ''Facultative reinsurance'' covers specific risks and/or policies on either a proportional or excess of loss basis <sup>p. 69</sup>.
* Ceded unearned premium and reinsurance balances recoverable (on paid and unpaid losses and settlement expenses) are reported separately as assets <sup>p. 69</sup>.
* Reinsurance does not relieve the Company of its legal liability to policyholders <sup>p. 69</sup>.
* ReinsuranceOn onthe Consolidated Statements of Operations, net earned unpaidpremiums, losses and settlementloss adjustment expenses, representsand estimatesunderwriting, ofacquisition, theand portioninsurance ofexpenses liabilitiesare recoverablepresented net of fromreinsurance reinsurersceded <sup>p. 69</sup>.
* The Company has purchased retroactive reinsurance in prior years for certain lines of business, including loss portfolio transfers (LPT) and adverse development covers <sup>p. 69</sup>.
* On the Consolidated Statements of Operations, net earned premiums, losses and loss adjustment expenses, net, and underwriting, acquisition, and insurance expenses are presented net of reinsurance ceded <sup>p. 69</sup>.
* Retroactive reinsurance contracts provide indemnification for losses related to past loss events, with the reinsurer sharing losses based on dollar thresholds <sup>p. 69</sup>.
* The Company has purchased retroactive reinsurance on certain lines of business in prior years, including loss portfolio transfers ("LPT") and adverse development covers <sup>p. 69</sup>.
* These retroactive contracts indemnify losses related to past loss events, with the reinsurer sharing losses based on dollar thresholds <sup>p. 69</sup>.
* Income from retroactive reinsurance contracts is deferred and amortized into net income over the settlement period <sup>p. 69</sup>.
* Losses from retroactive reinsurance contracts are charged to net income immediately <sup>p. 69</sup>.
* Subsequent changes in the measurement of retroactive reinsurance contracts are accounted for using a full retrospective method <sup>p. 69</sup>.
* Certain ceded reinsurance contracts that management determines do not transfer significant insurance risk are accounted for using the deposit method <sup>p. 69</sup>.
* The evaluation of significant insurance risk transfer assesses both timing risk and underwriting risk <sup>p. 69</sup>.
* AIf a reinsurance contract maytransfers not transferonly significant insurancetiming risk ifbut eithernot sufficient underwriting risk, timinga risk,deposit orasset bothis arerecorded notequal to the initial deemedcash transferredoutflow <sup>p. 69</sup>.
* For contracts transferring only significant timing risk but not sufficient underwriting risk, aThe deposit asset is recordedoffset equalby tocash theinflows initialreceived cashfrom outflowreinsurers <sup>p. 69</sup>.
* An accretion rate is established at contract inception, based on actuarial estimates, to adjust the deposit accounting asset to the estimated receivable amount over the contract term <sup>p. 69</sup>.
* This deposit asset is offset by cash inflows received from reinsurers <sup>p. 69</sup>.
* If cash outflows are expected to differ from cash inflows, an accretion rate is established at inception based on actuarial estimates <sup>p. 69</sup>.
* The deposit accounting asset is increased/decreased to the estimated amount receivable over the contract term <sup>p. 69</sup>.
* The accretion of the deposit is based on the expected rate of return implied from estimated cash inflows and outflows <sup>p. 69</sup>.
* The Company periodically reassesses the estimated ultimate receivable and the related expected rate of return on the deposit asset <sup>p. 69</sup>.
* The accretionAccretion of the deposit asset, including changes from estimated cash flow changes, is reflected as part of investment income <sup>p. 69</sup>.
* Several reinsurance contracts require deposit accounting due to not transferring sufficient underwriting risk <sup>p. 69</sup>.
* No reinsurance contracts required deposit accounting due to not transferring sufficient timing risk <sup>p. 69</sup>.
* ''Reinsurance recoverables'' are carried net of an allowance for credit losses, which representsrepresenting the current estimate of expected credit losses <sup>p. 69</sup>.
* The Company develops a historical loss rate using the A.M. Best impairment rate and rating transition study, which provides historical loss data for similarly rated reinsurance companies based on the expected receivable duration of receivables <sup>p. 69</sup>.
* The historical loss rate is adjusted for current conditions, reasonable and supportable forecasts, and current economic conditions <sup>p. 69</sup>.
* Changes in the allowance for credit losses are recognized in underwriting, acquisition, and insurance expenses on the Consolidated Statements of Operations <sup>p. 69</sup>.
* The Company continuously monitors the financial condition of its reinsurers, including reviewing their annual financial statements and industry developments <sup>p. 69</sup>.
* The Company analyzes the credit risk of its reinsurance recoverables by monitoring reinsurers'the financial strength ratingsrating of its reinsurers from A.M. Best and assessing collateral adequacy <sup>p. 69</sup>.
* The Company hasassesses accessthe toadequacy of collateral from various reinsurers if they fail toobtained fulfillwhere obligationsapplicable <sup>p. 69</sup>.
* ''Reinsurance collateral'' fromShould reinsurers wasfail ''$344.1to million''fulfill as of December 31obligations, 2025,the andCompany ''$337.0has million''access asto ofcollateral Decemberfrom 31,various 2024reinsurers <sup>p. 69</sup>.
* ''eMaxxReinsurance Captivescollateral'' andfrom ''Everestreinsurers Reinsurancewas USD Co344.''1m representedas ''17.7%''of andDecember ''11.1%''31, respectively2025, ofand theUSD Company’s337.0m reinsuranceas recoverable balances atof December 31, 20252024 <sup>p. 69</sup>.
* ''eMaxx Captives'' and ''Everest Reinsurance Co.'' represented ''1617.87%'' and ''18.0%'', respectively, of the Company’s reinsurance recoverable balances at December 31, 2025, and 16.8% at December 31, 2024 <sup>p. 69</sup>.
* These''Everest wereReinsurance theCo.'' onlyrepresented reinsurers representing 1011.1% or more of the Company’s reinsurance recoverable balances at December 31, 2025, and 18.0% at December 31, 2024 <sup>p. 69</sup>.
* ''eMaxx Captives'' wasand notEverest ratedReinsurance by A.MCo. Bestwere atthe Decemberonly 31,reinsurers 2025,representing and10% or more of the Company’s reinsurance recoverable 2024balances <sup>p. 69</sup>.
* ''EveresteMaxx ReinsuranceCaptives Co.'s''was financialnot strengthrated rating fromby A.M. Best was A+ at December 31, 2025, and 2024 <sup>p. 69</sup>.
* Everest Reinsurance Co.'s financial strength rating from A.M. Best was A+ at December 31, 2025, and 2024 <sup>p. 69</sup>.
 
====== I.     Concentration of Credit Risk ======
{{Indexing|I.     Concentration of Credit Risk|Financial instruments, concentrations of credit risk, cash and cash equivalents, restricted cash, investments, premiums receivable, U.S. government securities, money market funds, credit exposure, customer base, distribution sources|m0cjxgvmvi|966xer0dpm|kind=prose|order=95}}
 
* ''Financial instruments'' that could lead to concentrations of credit risk include cash and cash equivalents, restricted cash, investments, and premiums receivable, excludingin addition to reinsurance recoverables <sup>p. 70</sup>.
* ''Cash equivalents and short-term investments'' consist of U.S. government securities and money market funds <sup>p. 70</sup>.
* ''Investments'' are diversified across various industries and geographic regions <sup>p. 70</sup>.
* The Company limitsrestricts its ''credit exposure'' to any single financial institution or issuer <sup>p. 70</sup>.
* NoThe Company believes there is no significant ''concentration of credit risk'' is believedrelated to exist regarding cash and investments <sup>p. 70</sup>.
* As of December 31, 2025 and 2024, ''outstanding premiums receivable'' are generally diversified due to a large customer base spread across many lines of business and geographic regions <sup>p. 70</sup>.
* ''Failure by distribution sources'' to remit premiums could lead to premium write-offs and a corresponding loss of income <sup>p. 70</sup>.
 
====== J.     Deferred Policy Acquisition Costs ======
{{Indexing|J.     Deferred Policy Acquisition Costs|Policy acquisition costs, commissions, premium taxes, ceding commissions, premium deficiency, expected losses, loss adjustment expenses, unearned premiums, anticipated investment income|or43xxg565|kind=prose|order=96|f1=Premium deficiency|v1=none as of December 31, 2025, and 2024}}
 
* ''Policy acquisition costs'' include commissions and premium taxes that are directly related to new or renewal business production <sup>p. 71</sup>.
* The Company defers policy acquisition costs and related ceding commissions, charging or crediting them to earnings proportionally with premium earned over the policy's life <sup>p. 71</sup>.
* Deferred costs are charged or credited to earnings proportionally with the premium earned over the policy's life <sup>p. 71</sup>.
* A ''premium deficiency'' is recognized if expected losses, loss adjustment expenses, and unamortized acquisition costs exceed related unearned premiums <sup>p. 71</sup>.
* To recognize a premium deficiency, unamortizedthe acquisitionCompany costsfirst arecharges firstunamortized chargedacquisition costs to expense to eliminate the deficiency <sup>p. 71</sup>.
* If the premium deficiency exceeds unamortized acquisition costs, a liability is accrued for the excess deficiency <sup>p. 71</sup>.
* ''Anticipated investment income'' is considered when determining premium deficiencies <sup>p. 71</sup>.
* Management determined that no premium deficiency existed as of December 31, 2025, and 2024 <sup>p. 71</sup>.
 
{{Indexing|====== K.    Goodwill and Intangible Assets|Goodwill, intangible assets, purchase price allocation, amortization, impairment review|hekiequlv1|ie3cmfrol3|kind=prose|order=97}}====
 
* ''Goodwill and intangible assets'' are recorded following a business combination <sup>p. 72</sup>.
* ''Goodwill'' isrepresents the excess of the purchase price over the fair value of acquired assets and assumed liabilities <sup>p. 72</sup>.
* The Company reviews its ''purchase price allocation'' for up to one year post-after an acquisition, allowing for adjustments within this period <sup>p. 72</sup>.
* The Company amortizes ''identifiable intangible assets'' with a finite useful life over the period they are expected to contribute to future cash flows <sup>p. 72</sup>.
* The Company does not amortize ''indefinite-lived intangible assets'' <sup>p. 72</sup>.
* The Company reviews ''goodwill and identifiable intangible assets'' for recoverability annually in the fourth quarter or on an interim basis if circumstances suggestindicate thea carrying amount may not be recoverable <sup>p. 72</sup>.
* TheBased on this review, the Company had ''no goodwill impairment'' for the years ended December 31, 2025, and 2024 <sup>p. 72</sup>.
 
{{Indexing|====== L.    Property and Equipment|Property and equipment, depreciation expense, depreciation periods|ie3cmfrol3|1f87rdfb5o|kind=prose|order=98}}====
 
* ''Property and equipment'' is recorded at cost less accumulated depreciation and is included in other assets on the Consolidated Balance Sheets <sup>p. 73</sup>.
* Property and equipment is recorded at cost less accumulated depreciation <sup>p. 73</sup>.
* ''Depreciation expense'' is recognized on a straight-line basis for financial statement purposes <sup>p. 73</sup>.
* ''Depreciation periods'' range from three to seven years <sup>p. 73</sup>.
 
====== M.     Reserves for Losses and Loss Adjustment Expenses ======
{{Indexing|M.     Reserves for Losses and Loss Adjustment Expenses|Reserves for unpaid losses, loss adjustment expenses, individual case-basis valuations, statistical analyses, actuarial procedures, historical information, industry information, peer group information, future trends, loss severity, loss frequency, inflation|rmmhubj8mh|ie3cmfrol3|kind=prose|order=99}}
 
* ''Reserves for unpaid losses and loss adjustment expenses (LAE)'' represent the Company's estimated ultimate cost forof all unreported and reported but unpaid insured claims, and the cost to adjust these losses incurred as of the balance sheet date <sup>p. 74</sup>.
* The Company estimates reserves using individual case-basis valuations of reported claims, statistical analyses, and various actuarial procedures <sup>p. 74</sup>.
* These estimatesEstimates are based on the Company's historical information, industry and peer group information, and estimates of future trends in variable factors such as loss severity, loss frequency, and other factors like inflation <sup>p. 74</sup>.
* TheEstimates Companyare regularly reviewsreviewed and adjusts its estimatesadjusted as experience develops or new information becomes known <sup>p. 74</sup>.
* During the loss settlement period, estimates of liability on a claim are often refined and adjusted upward or downward <sup>p. 74</sup>.
* The ultimate liability may exceed or be less than the revised estimates, and the ultimate settlement of losses and related LAE may vary significantly from the estimate in the financial statements <sup>p. 74</sup>.
* The ultimate settlement of losses and related LAE may vary significantly from the estimate included in the financial statements <sup>p. 74</sup>.
* If actual liabilities exceed recorded amounts, there will be an adverse effect <sup>p. 74</sup>.
* If recorded reserves are determined to be more than adequate, it would lead to a reduction in reserves <sup>p. 74</sup>.
 
====== N.    Premiums ======
{{Indexing|N.    Premiums|Property and casualty premiums, surety premiums, accident and health premiums, gross premiums written, ceded premiums, premiums receivable, deferred premiums, allowance for credit losses, historical loss rate, unearned premiums, ceded unearned premiums|wpkf9ycgxf|ie3cmfrol3|kind=prose|order=100}}
 
* The Company recognizes ''property and casualty and surety premiums'' on a pro-rata basis over the policy terms <sup>p. 75</sup>.
* ''Accident and health premiums'' are earned as billed, based on census data <sup>p. 75</sup>.
* ''Gross premiums written'' are reduced by ceded premiums from proportional, facultative, and excess of loss reinsurance costs for prospective reinsurance <sup>p. 75</sup>.
* ''Premiums receivable'' include deferred premiums, which are installment payments due from insureds under their policy payment terms <sup>p. 75</sup>.
* ''Premiums receivable'' are carried net of an allowance for credit losses, representing the current estimate of expected credit losses <sup>p. 75</sup>.
* The Company develops a ''allowancehistorical loss rate'' for credit losses'' representsusing thehistorical currentwrite-offs estimateand aging of expected credit lossesreceivables <sup>p. 75</sup>.
* The Company develops aThis ''historical loss rate'' usingis historicaladjusted write-offsfor current conditions, reasonable and agingsupportable forecasts, and the ability to cancel coverage on a policy after premiums are ofpast receivablesdue <sup>p. 75</sup>.
* This ''historical loss rate'' is adjusted for current conditions, reasonable and supportable forecasts, and the ability to cancel coverage after a premium is past due <sup>p. 75</sup>.
* ''Changes in the allowance for credit losses'' are recognized in underwriting, acquisition, and insurance expenses on the Consolidated Statements of Operations <sup>p. 75</sup>.
* ''Unearned premiums'' represent the portion of gross premiums written applicable to the unexpired terms of in-force insurance policies or reinsurance contracts <sup>p. 75</sup>.
Line 3,808 ⟶ 3,771:
* ''Unearned premiums'' (direct and ceded) are calculated on a pro-rata basis over the terms of the policies <sup>p. 75</sup>.
 
====== O.     Commission and Fee Income ======
{{Indexing|O.     Commission and Fee Income|SUA commission revenue, SUA fee income, insurance policies, reinsurance programs, third-party insurance company, transaction price, performance obligation|qfq1t7e6o0|ie3cmfrol3|kind=prose|order=101}}
 
* ''SUA commission revenue'' is generated from placing insurance policies on reinsurance programs via a reinsurance broker <sup>p. 76</sup>.
* The reinsurance broker represents the Company's single performance obligation for SUA commission revenue is the placement of insurance policies <sup>p. 76</sup>.
* The transaction price for SUA commission revenue is fixed at contract inception and based on a percentage of premiums placed <sup>p. 76</sup>.
* The Company recognizes 100% of the transaction price for SUA commission revenue when the performance obligation is satisfied at the point a policy is placed, as there arewith no constraints on revenue <sup>p. 76</sup>.
* ''SUA fee income'' is generated from placing insurance policies with a third-party insurance company <sup>p. 76</sup>.
* The Company's single performance obligation for SUA fee income is the placement of the policy <sup>p. 76</sup>.
* The transaction price for SUA fee income is variable at contract inception and based on a percentage of premium, which is determined by risk factors that change monthly (e.g., such as employee census data, and worker roles) <sup>p. 76</sup>.
* The Company estimates the transaction price for SUA fee income over the policy's life using the expected value method <sup>p. 76</sup>.
* Revenue fromfor SUA fee income is recognized whenat the point in time the policy is placed <sup>p. 76</sup>.
* Changes in the estimate of variable consideration for SUA fee income are recognized in the month they occur <sup>p. 76</sup>.
 
====== P.     Income Taxes ======
{{Indexing|P.     Income Taxes|Income tax expense, provision for income taxes, deferred taxes, temporary differences, valuation allowance, deferred tax assets, deferred tax liabilities, uncertain tax positions, net interest income, penalties, consolidated federal income tax return, state tax returns, premium taxes, premium tax expense|kmocop7wiu|ie3cmfrol3|kind=prose|order=102}}
 
* ''Income tax expense'' is accrued for the tax effects of transactions reported on the consolidated financial statements <sup>p. 77</sup>.
* ''ProvisionThe provision for income taxes'' consists ofincludes taxes currently due plusand deferred taxes resulting from temporary differences between financial statement and income tax purposesreporting <sup>p. 77</sup>.
* A ''valuation allowance'' is established for any deferred tax asset not expected to be realized <sup>p. 77</sup>.
* ''Deferred tax assets and liabilities'' are measured using enacted tax rates expected to apply to taxable income in the years temporaryof differencesrecovery areor expectedsettlement toof betemporary recovered or settleddifferences <sup>p. 77</sup>.
* The ''effect of a change in tax rates on deferred tax assets and liabilities'' from a change in tax rates is recognized in income in the period that includes theof enactment date <sup>p. 77</sup>.
* A ''liability for uncertain tax positions'' is recorded whenif it is more likely-than-not that the tax position will not be sustained upon examination by the appropriate tax authority <sup>p. 77</sup>.
* ''Changes in the liability for uncertain tax positions'' are reflected in income tax expense in the period when a new uncertain tax position arises, judgment changes about the likelihood of an uncertainty, the tax issue is settled, or the statute of limitation expires <sup>p. 77</sup>.
* Any ''potentialPotential net interest income or expense and penalties'' related to uncertain tax positions are recorded on the Consolidated Statements of Operations <sup>p. 77</sup>.
* The Company files a ''consolidated federal income tax return'' in the United States and certain other state tax returns <sup>p. 77</sup>.
* Its admittedAdmitted insurance subsidiaries pay ''premium taxes'' on gross written premiums in lieu of most state income or franchise taxes <sup>p. 77</sup>.
* ''Premium tax expense'' is recognized within underwriting, acquisition, and insurance expense on the Consolidated Statements of Operations <sup>p. 77</sup>.
 
====== Q.     Fair Value of Financial Instruments ======
{{Indexing|Q.     Fair Value of Financial Instruments|Fair value, financial instruments, observable inputs, unobservable inputs, fair value hierarchy, Level 1 measurements, Level 3 measurements, third-party pricing sources|di0lc3m1jj|ie3cmfrol3|kind=prose|order=103}}
 
* ''Fair value'' is estimated for each class of financial instrument is estimated based onusing the framework established infrom fair value accounting guidance <sup>p. 78</sup>.
* The guidance requires maximizing the use of observable inputs and minimizing unobservable inputs when measuring fair value <sup>p. 78</sup>.
* ''Fair value hierarchy disclosures'' are based on the quality of inputs used to measurefor fair value measurement <sup>p. 78</sup>.
* The hierarchy prioritizes unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) <sup>p. 78</sup>.
* The hierarchy gives the lowest priority to unobservable inputs (Level 3 measurements) <sup>p. 78</sup>.
* The Company uses widely recognized, third-party pricing sources to determine fair values of financial instruments <sup>p. 78</sup>.
* TheManagement Companyhas understandsunderstood the valuation methodologies and inputs of these third-party pricing sources <sup>p. 78</sup>.
* Further details regardingon fair value disclosures are in Note 4 <sup>p. 78</sup>.
 
====== R.     Stock-Based Compensation ======
{{Indexing|R.     Stock-Based Compensation|Employee stock options, stock-based compensation, equity instrument awards, compensation cost, service period, tax effects, Employee Stock Purchase Plan (ESPP), common stock|ie3cmfrol3|kind=prose|order=104}}
 
* The estimated fair value of employee stock options and similar awards is expensed <sup>p. 79</sup>.
* Compensation cost for equity instrument awards to employees is measured based on the grant-date fair value ofand thoserecognized awardsover the expected vesting service period <sup>p. 79</sup>.
* CompensationTax expenseeffects isrelated recognizedto overshare-based thepayments serviceare periodprocessed duringthrough which the awards are expected tonet vestearnings <sup>p. 79</sup>.
* Tax effects related to share-based payments are made through net earnings <sup>p. 79</sup>.
* Further discussion and related disclosures regarding stock-based compensation are in note 18 <sup>p. 79</sup>.
* The Company's ''Employeeemployee Stockstock Purchasepurchase Plan''plan (ESPP) allows all employees to purchase common stock at a discount <sup>p. 79</sup>.
* Compensation cost for the ESPP is recognized on a straight-line basis over the offering period <sup>p. 79</sup>.
 
====== S.    Earnings Per Share ======
{{Indexing|S.    Earnings Per Share|Basic earnings per share, two-class method, undistributed earnings, participating securities, net income, common stockholders, weighted-average common shares, common shares, preferred shares, dividends, distributions, instruments awarded to employees, contingently issuable instruments, treasury stock method, stock notes, instruments convertible into common shares, share-based awards|v7ij6av24f|ie3cmfrol3|kind=prose|order=105}}
 
* ''Basic earnings per share'' is calculated using the two-class method <sup>p. 80</sup>.
* ''Undistributed earnings'' are allocated to participating securities based on their potential share in earnings, as ifassuming all earnings for the period werehave been distributed <sup>p. 80</sup>.
* ''Basic earnings per share'' is calculateddetermined by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding for the period <sup>p. 80</sup>.
* ''Common shares'' with unsatisfied contingencies, such as vesting requirements, are excluded from basic earnings per share <sup>p. 80</sup>.
* The Company’s 'Company's preferred shares'' are considered participating securities, sharingas they participate in dividends and distributions with common stock on an as-converted basis <sup>p. 80</sup>.
* ''Instruments awarded to employees'' that grant the right to purchase common stock at a fixed price are included as potential common shares, weighted for the portion of the period they were granted, if dilutive <sup>p. 80</sup>.
* The Company’sCompany's ''common and preferred shares financed by stock notes'' are contingently issuable instruments, excludedrequiring fromthe basicholder andto dilutedreturn earnings per shareshares if specifiedstock conditionsnotes are not met, presuming the end of the period is the end of the contingencypaid periodoff <sup>p. 80</sup>.
* TheThese impact of ''contingently issuable instruments'' onare excluded from basic and diluted earnings per share wasif calculatedspecified usingconditions theare treasurynot stockmet, method and included inassuming the reconciliationend of the denominatorperiod foris the yearend endedof Decemberthe 31,contingency 2024period <sup>p. 80</sup>.
* AllThe ''outstandingimpact stockof notes''contingently wereissuable settledinstruments duringon 2024,diluted resultingearnings per share was calculated using the treasury stock method and included in nothe impactreconciliation onof the Company’sdenominator for basic and diluted earnings per shareEPS computations for the year ended December 31, 2024 <sup>p. 80</sup>.
* ''InstrumentsAll convertibleoutstanding intostock commonnotes shares''were aresettled includedduring in2024, dilutedresulting weighted-averagein commonno shares outstandingimpact on anthe if-convertedCompany’s basis,basic basedand ondiluted theearnings legalper conversionshare ratecomputations for the respectiveyear period,ended ifDecember 31, dilutive2024 <sup>p. 80</sup>.
* ''Share-basedInstruments awardsconvertible tointo employeescommon with only service conditions''shares are included asin potentialdiluted weighted-average common shares, weightedoutstanding foron an if-converted basis, using the unvestedlegal portionconversion ofrate for the respective period, if dilutive <sup>p. 80</sup>.
* ''Share-based awards to employees with performance andonly service or market conditions'' are included as potential common shares, presumingweighted the end offor the periodunvested is the endportion of the contingency period, if dilutive <sup>p. 80</sup>.
* Share-based awards to employees with performance and service or market conditions are included as potential common shares, assuming the end of the period is the end of the contingency period, if dilutive <sup>p. 80</sup>.
* When ''common share adjustments'' increase earnings per share or reduce loss per share, the effect is anti-dilutive, and diluted net earnings or net loss per share is computed excluding these common share equivalents <sup>p. 80</sup>.
* When common share adjustments increase earnings per share or reduce loss per share, the effect is anti-dilutive, and diluted net earnings or net loss per share is computed excluding these common share equivalents <sup>p. 80</sup>.
 
====== T.    Recent Accounting Pronouncements ======
{{Indexing|T.    Recent Accounting Pronouncements|ASU 2023-09, ASU 2024-03, ASU 2025-01, income tax disclosures, rate reconciliation disclosures, income taxes paid, income statement expenses, expense captions, natural expenses, purchases of inventory, employee compensation, depreciation, intangible asset amortization, depletion expenses|ie3cmfrol3|kind=prose|order=106}}
 
* ''ASU 2023-09'': Issued by FASB in December 2023, it requires public companies to provide enhanced annual rate reconciliation disclosures for income tax, including specific categories and additional information meeting a quantitative threshold <sup>p. 81</sup>.
* ''ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740)'' was issued by FASB in December 2023 <sup>p. 81</sup>.
* ''ASU 2023-09'': mandatesAlso enhanced rate reconciliation disclosures forrequires public companies annually,to includingdisaggregate specificincome categoriestaxes andpaid additionalby informationfederal, meetingstate, aand quantitativeforeign thresholdtaxes <sup>p. 81</sup>.
* This''ASU update2023-09 alsoEffective requiresDate'': publicBecame companieseffective tofor disaggregatefiscal incomeyears taxesbeginning paidafter byDecember federal15, state2024, and foreignis taxesapplied prospectively <sup>p. 81</sup>.
* The guidance became effective for fiscal years beginning after December 15, 2024, and is applied prospectively <sup>p. 81</sup>.
* The Company has added additional disclosures as required by ASU 2023-09, with no impact on the consolidated financial statements <sup>p. 81</sup>.
* ''ASU 2024-03'': Issued by FASB in November 2024, it requires disaggregated disclosure of income statement expenses for public business entities (PBEs) <sup>p. 81</sup>.
* Additional disclosures required by ASU 2023-09 can be found in Note 13 <sup>p. 81</sup>.
* ''ASU 2024-03'': wasDoes issuednot bychange FASBexpense incaptions Novemberon 2024,the requiringincome disaggregatedstatement disclosurebut requires disaggregation of incomecertain statementexpense expensescaptions forinto publicspecified businesscategories entitiesin ("PBEs")footnotes <sup>p. 81</sup>.
* ''ASU 2024-03 Disclosure Requirements'': Requires 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. 81</sup>.
* ASU 2024-03 does not change expense captions on the income statement but requires disaggregation of certain expense captions into specified categories in footnotes <sup>p. 81</sup>.
* ''ASU 2024-03 Effective Date Clarification'': ASU 2025-01, issued in January 2025, clarified 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. 81</sup>.
* The ASU requires a footnote disclosure about 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 recognized as part of oil- and gas-producing activities or other types of depletion expenses <sup>p. 81</sup>.
* The tabularCompany disclosureis willevaluating alsothe includeeffect certainof otherthe expenses,amendments whereof applicableASU 2024-03 on its consolidated financial statements <sup>p. 81</sup>.
* ''ASU 2025-01'' was issued by FASB in January 2025 to clarify the effective date of ASU 2024-03 <sup>p. 81</sup>.
* The effective date for ASU 2024-03 is 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. 81</sup>.
* The Company is evaluating the effect of these amendments on its consolidated financial statements <sup>p. 81</sup>.
 
====== 2. Goodwill and Intangible Assets ======
{{Indexing|2. Goodwill and Intangible Assets|Indefinite-lived intangible assets, finite-lived intangible assets, amortization expense|hekiequlv1|kind=prose|order=107|f1=Indefinite-lived intangible assets|v1=insurance licenses, trademarks|f2=Finite-lived intangible assets|v2=policy renewals, agency relationships, non-compete/exclusivity agreements|f3=Weighted average useful life|v3=12 years|f4=Amortization expense|v4=FY25: $1.3m}}
 
* The Company's indefinite-lived intangible assets include ''insurance licenses'' and ''trademarks'' <sup>p. 82</sup>.
* The Company's finite-lived intangible assets, includingsuch as ''policy renewals'', ''agency relationships'', and ''non-compete/exclusivity agreements'', had a weighted average useful life of approximately 12 years as of December 31, 2025 <sup>p. 82</sup>.
* The Company recognized ''Amortizationamortization expense'' wasof approximately $USD 1.3m for the year ended December 31, 2025 <sup>p. 82</sup>.
* The Company recognized ''Amortizationamortization expense'' wasof approximately $USD 1.1m for the year ended December 31, 2024 <sup>p. 82</sup>.
* The Company recognized ''Amortizationamortization expense'' wasof approximately $USD 1.5m for the year ended December 31, 2023 <sup>p. 82</sup>.
 
{{Indexing|====== Goodwill by segment at December 31, 2025|Goodwill by segment, Accident and Health, Surety, Construction and Energy Solutions, Other|kind=table|order=108}}====
 
<div style="overflow-x:auto">
Line 3,937 ⟶ 3,896:
</div>
 
{{Indexing|====== Goodwill by segment at December 31, 2024|Goodwill by segment, Accident and Health, Surety, Construction and Energy Solutions, Other|kind=table|order=109}}====
 
<div style="overflow-x:auto">
Line 3,978 ⟶ 3,937:
</div>
 
{{Indexing|====== Other intangible assets at December 31, 2025|Other intangible assets, Agent Relationships, Non-competes, Trademarks, Licenses|kind=table|order=110}}====
 
<div style="overflow-x:auto">
Line 4,033 ⟶ 3,992:
</div>
 
{{Indexing|====== Other intangible assets at December 31, 2024|Other intangible assets, Agent Relationships, Non-competes, Trademarks, Licenses|kind=table|order=111}}====
 
<div style="overflow-x:auto">
Line 4,080 ⟶ 4,039:
|}
</div>
 
{{Indexing|Amortization of intangible assets|Amortization of intangible assets|kind=table|order=112}}
 
<div style="overflow-x:auto">
Line 4,108 ⟶ 4,065:
</div>
 
====== 3. Investments ======
{{Indexing|3. Investments|Fixed maturity securities, held-to-maturity, asset-backed securities, U.S. government agencies mortgage-backed fixed maturity securities, FHLB Loan, Federal Home Loan Bank of Dallas (FHLB), pledged assets, reinsurance agreements, residential mortgage-backed securities, cash and cash equivalents, short-term investments, available-for-sale fixed maturity securities, impairment, credit impairments, corporate securities, miscellaneous|966xer0dpm|utnmaoxh50|m0cjxgvmvi|kind=prose|order=113}}
 
* ''Fixed maturity securities, held-to-maturity'' at December 31, 2025, consisted entirely of asset-backed securities not due atwithout a single maturity date <sup>p. 83</sup>.
* At December 31, 2025, the Company had ''U.S. government agencies mortgage-backed fixed maturity securities'' with a carrying value of approximately $68.5 million pledged as collateral for a loan (the "FHLB Loan") from the Federal Home Loan Bank of Dallas ("FHLB" Loan) <sup>p. 83</sup>.
* The Company retains all rights regarding the pledged securities underpledged the terms offor the FHLB Loan and the Advances and Security Agreement <sup>p. 83</sup>.
* At December 31, 2025, the Company had ''assets with fair values'' of approximately $69.5 million pledged as collateral for performance obligations under reinsurance agreements <sup>p. 83</sup>.
* The Company retains all rights regarding the securities pledged for reinsurance agreements <sup>p. 83</sup>.
* The pledged assets for reinsurance agreements included ''residential mortgage-backed securities'' of $57.8 million, ''cash and cash equivalents and other assets'' of $9.5 million, and ''short-term investments'' of $2.2 million <sup>p. 83</sup>.
* The ''pledged assets for reinsurance agreements'' included $57.8 million in residential mortgage-backed securities, $9.5 million in cash and cash equivalents and other assets, and $2.2 million in short-term investments <sup>p. 83</sup>.
* The Company retains all rights regarding these pledged securities under the terms of the trust agreements <sup>p. 83</sup>.
* The Company monitors available-for-sale fixed maturity securities with fair values less than cost or amortized cost for impairment, requiringwhich requires significant management judgment <sup>p. 83</sup>.
* Factors considered for fixed maturity securities impairment include the issuer's financial condition, receipt of scheduled principal and interest cash flows, and intent to sell before recovery <sup>p. 83</sup>.
* As of December 31, 2025, the Company had ''450 lots of fixed maturity securities'' in an unrealized loss position <sup>p. 83</sup>.
* The Company does not intend to sell these securities and is not likely to be required to sell them before maturity or recovery of cost basis <sup>p. 83</sup>.
* At December 31, 2025, the Company identified ''credit impairments'' for two available-for-sale securities in the "corporate securities and miscellaneous" category, baseddue on new recovery analysis showingto deteriorating conditions <sup>p. 83</sup>.
* For ''U.S. government securities and municipal securities'', the decline in fair values was due to changes in interest rates, not credit quality <sup>p. 83</sup>.
* The Company does not intend to sell these U.S. government and municipal securities and expects their anticipated recovery, thus not considering them impaired <sup>p. 83</sup>.
* For ''corporate securities and miscellaneous'', the decline in fair values was due to changes in interest rates, not credit quality <sup>p. 83</sup>.
* The Company reviewed issuers of corporate security issuerssecurities for adverse changes in financial condition, credit enhancement quality, ratings decreases, or payment failures, and determined declines were interest rate-driven <sup>p. 83</sup>.
* The Company doesdetermined notthat intendthe todecline sellin thesefair values for corporate securities andwas expectsdue recoveryto interest rates, thusnot credit quality, and does not consideringintend to sell them impairedbefore anticipated recovery <sup>p. 83</sup>.
* For ''residential mortgage-backed securities, commercial mortgage-backed securities, and other asset-backed securities'', the decline in fair values was due to changes in interest rates, not credit quality <sup>p. 83</sup>.
* The Company does not intend to sell these mortgage-backed and asset-backed securities and expects their anticipated recovery, thus not considering them impaired <sup>p. 83</sup>.
* VariousAt stateDecember regulations31, require2025 theand Company to maintain2024, ''cash, and investment securities, or letters of credit on deposit'' with states had carrying values of approximately $70.0 million and $66.8 million, respectively <sup>p. 83</sup>.
* At December 31, 2025, ''cash and investment securities on deposit'' had carrying values of approximately $70.0 million <sup>p. 83</sup>.
* At December 31, 2024, ''cash and investment securities on deposit'' had carrying values of approximately $66.8 million <sup>p. 83</sup>.
 
====== Fixed maturity securities at December 31, 2025 ======
{{Indexing|Fixed maturity securities at December 31, 2025|Fixed maturity securities, U.S. government securities, corporate securities, municipal securities, residential mortgage-backed securities, commercial mortgage-backed securities|kind=table|order=114}}
 
<div style="overflow-x:auto">
Line 4,222 ⟶ 4,176:
</div>
 
====== Fixed maturity securities at December 31, 2024 ======
{{Indexing|Fixed maturity securities at December 31, 2024|Fixed maturity securities, U.S. government securities, corporate securities, municipal securities, residential mortgage-backed securities, commercial mortgage-backed securities|kind=table|order=115}}
 
<div style="overflow-x:auto">
Line 4,312 ⟶ 4,266:
</div>
 
{{Indexing|Maturity====== distribution of fixed maturity securities|Maturity distribution of fixed maturity securities, mortgage-backed securities, other asset-backed securities|kind=table|order=116}}====
 
<div style="overflow-x:auto">
Line 4,350 ⟶ 4,304:
</div>
 
{{Indexing|====== Fixed maturity securities, available-for-sale, by contractual maturity at December 31, 2025|Fixed maturity securities by contractual maturity, U.S. government securities, corporate securities, municipal securities|kind=table|order=117}}====
 
<div style="overflow-x:auto">
Line 4,465 ⟶ 4,419:
</div>
 
{{Indexing|====== Fixed maturity securities, available-for-sale, by contractual maturity at December 31, 2024|Fixed maturity securities by contractual maturity, U.S. government securities, corporate securities, municipal securities|kind=table|order=118}}====
 
<div style="overflow-x:auto">
Line 4,580 ⟶ 4,534:
</div>
 
{{Indexing|====== Allowance for credit losses on fixed maturity securities at December 31, 2025|Allowance for credit losses on fixed maturity securities, available-for-sale, held-to-maturity|kind=table|order=119}}====
 
<div style="overflow-x:auto">
Line 4,606 ⟶ 4,560:
</div>
 
{{Indexing|====== Allowance for credit losses on fixed maturity securities at December 31, 2024|Allowance for credit losses on fixed maturity securities, held-to-maturity|kind=table|order=120}}====
 
<div style="overflow-x:auto">
Line 4,627 ⟶ 4,581:
</div>
 
====== Gross realized gains and losses on investments ======
{{Indexing|Net realized investment gains and losses|Realized investment gains and losses, fixed maturity securities, equity securities|jpoeftv18u|kind=table|order=121}}
 
<div style="overflow-x:auto">
Line 4,703 ⟶ 4,657:
</div>
 
====== Net investment income ======
{{Indexing|Net unrealized investment gains and losses|Unrealized investment gains and losses, fixed maturity securities, equity securities|j8uunnd14x|kind=table|order=122}}
 
<div style="overflow-x:auto">
Line 4,724 ⟶ 4,678:
</div>
 
====== Deferred income taxes ======
{{Indexing|Net investment income by source|Net investment income, fixed maturity securities, equity securities, equity method investments, mortgage loans, indirect loans, short-term investments, cash|jpoeftv18u|kind=table|order=123}}
 
<div style="overflow-x:auto">
Line 4,794 ⟶ 4,748:
|}
</div>
 
{{Indexing|Components of deferred income taxes|Deferred income taxes, fixed maturity securities|kmocop7wiu|kind=table|order=124}}
 
<div style="overflow-x:auto">
Line 4,821 ⟶ 4,773:
</div>
 
====== 4. Fair Value Measurements ======
{{Indexing|4. Fair Value Measurements|Fair value measurements, financial instruments, market approach, fair value of investments, periodic analyses, three-level hierarchy|di0lc3m1jj|kind=prose|order=125|f1=Fair value hierarchy|v1=three-level hierarchy|f2=Level 1 inputs|v2=U.S. government securities, mutual funds, common stock|f3=Level 2 inputs|v3=Preferred stocks, municipal securities, corporate securities, miscellaneous}}
 
* The Company's financial instruments include assets and liabilities carried at fair value, and those carried at cost or amortized cost but disclosed at fair value in consolidated financial statements <sup>p. 84</sup>.
* The ''market approach'' is generally applied to determine fair value, using prices and data from market transactions involvingof identical or comparable assets and liabilities <sup>p. 84</sup>.
* ''Fair value of investments'' is primarily determined using data from third-party investment managers or pricing vendors <sup>p. 84</sup>.
* ''Periodic analyses'' are performedconducted on third-party prices to ensure they are reasonable estimates of fair value, including reviewing month-to-month fluctuations and comparing valuations from different pricing services for identical securities <sup>p. 84</sup>.
* TheFinancial Companyinstruments classifiesare financial instrumentsclassified into a ''three-level hierarchy'': <sup>p. 84</sup>.
** ''Level 1 inputs'': Unadjustedare unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date <sup>p. 84</sup>.
** ''Level 2 inputs'': Inputsare observable inputs other than Level 1 quoted prices, that are observable for the asset or liability through corroborationcorroborated with market data at the measurement date <sup>p. 84</sup>.
** ''Level 3 inputs'': Unobservableare unobservable inputs reflecting management's best estimate of what market participants would use in pricing the asset or liability at the measurement date <sup>p. 84</sup>.
* ''U.S. government securities, mutual funds, and common stock'' fair value is measured usinguse unadjusted quoted prices for identical instruments in anfrom active exchangeexchanges, representing Level 1 inputs <sup>p. 84</sup>.
* ''Preferred stocks, municipal securities, corporate securities, and miscellaneous'' fair value is determined usinguse a pricing model with market-based inputs such aslike trades in illiquid markets for specific securities or active markets for similar securities, considering benchmark yields, issuer spreads, security terms, and other market data, representing Level 2 fair value inputs <sup>p. 84</sup>.
** The''Commercial mortgage-backed securities, residential mortgage-backed securities, and other asset-backed securities'' use a pricing model considerswith benchmarkmarket-based yieldsinputs such as dealer quotes, issuermarket spreads, and yield curves, and may evaluate individual tranches by determining cash flows using security terms, andcollateral conditionsperformance, andcredit otherinformation, marketbenchmark yields, and estimated dataprepayments, representing Level 2 fair value inputs <sup>p. 84</sup>.
* ''CommercialFixed mortgage-backedmaturity securities, residentialavailable mortgage-backedfor sale classified as Level 3'', include corporate securities and miscellaneous, and other asset-backed securities'' fairmanaged valueby isan determinedindependent usingasset amanager pricingand modelpriced withby market-basedan inputsindependent like dealer quotes, market spreads, and yieldpricing curvesprovider <sup>p. 84</sup>.
* The independent pricing provider estimates the value of Level 3 fixed maturity securities using the discount net present value of cash flows method with an unobservable discount rate <sup>p. 84</sup>.
** The model may evaluate individual tranches by determining cash flows using security terms, collateral performance, credit information, benchmark yields, and estimated prepayments, representing Level 2 fair value inputs <sup>p. 84</sup>.
* The ''Fixeddiscount maturityrate securities, availablespread'' for sale classified as Level 3'', includefixed corporatematurity securities andrepresents otherthe asset-backedrisk securitiesassociated managedwith byfuture ancash independentflows, assetincluding managerinflation, opportunity cost, and pricedthe bytime anvalue independentof providermoney <sup>p. 84</sup>.
** The provider estimates value using the discount net present value of cash flows method with an unobservable discount rate <sup>p. 84</sup>.
** The discount rate spread reflects risk associated with future cash flows, including inflation, opportunity cost, and time value of money, representing Level 3 fair value inputs <sup>p. 84</sup>.
* ''Mortgage loans'' have variable interest rates and are collateralized by real property <sup>p. 84</sup>.
** Fair value of mortgage loans is determined using the income approach with observable and unobservable (Level 3) inputs <sup>p. 84</sup>.
** The ''unobservable input'' for mortgage loans is the spread applied to a prime rate for discounting cash flows, representing the incremental cost of capital based on borrower's ability to pay and collateral value relative to the loan balance, subject to judgment and uncertainty <sup>p. 84</sup>.
* ''Derivatives'' included in other assets consist of exchange-traded options contracts <sup>p. 84</sup>.
** Fair values of derivatives are measured using quoted prices in active markets on the relevant exchange, specifically the volume-weighted average price of trades in similar contracts or the last trade settlement price if no trades occur, representing Level 1 inputs <sup>p. 84</sup>.
* Certain assets, including investments in indirect loans and loan collateral, equity method investments, and other invested assets, are measured at fair value on a nonrecurring basis only when impaired <sup>p. 84</sup>.
** This method represents Level 1 inputs <sup>p. 84</sup>.
* The Company is required to disclose fair values of other financial instruments for which estimation is practicable <sup>p. 84</sup>.
* The Company measures certain assets, including ''investments in indirect loans and loan collateral, equity method investments, and other invested assets'', at fair value on a nonrecurring basis only when impaired <sup>p. 84</sup>.
* Estimated fair value amounts are defined as the quoted market price of a financial instrument, determined using available market information and valuation methodologies <sup>p. 84</sup>.
* The Company is required to disclose fair values of other financial instruments where practicable to estimate fair value, even if carried at cost or amortized cost <sup>p. 84</sup>.
* Considerable judgments are required for fair value estimates when quoted market prices are unavailable, meaning estimates may not indicate realizable amounts in a current market exchange <sup>p. 84</sup>.
** Estimated fair value amounts are determined using available market information and other valuation methodologies, but considerable judgment is required when quoted market prices are unavailable <sup>p. 84</sup>.
** These estimates may not be indicative of amounts realizable in a currentDifferent market exchange, and different assumptions or estimation methodologies couldcan affect the estimated fair value amounts <sup>p. 84</sup>.
* ''Fixed maturity securities, held-to-maturity'', consist of senior and junior notes with target rates of return <sup>p. 84</sup>.
** As of December 31, 2025, theirthe fair value of held-to-maturity fixed maturity securities was determined using the income approach with unobservable inputs (Level 3) inputs <sup>p. 84</sup>.
* ''Investment in RedBird Capital Partners'' is included in other long-term investments and is a limited partnership that invests in Bishop Street Underwriters, LLC (MGA) <sup>p. 84</sup>.
** The investment in RedBird Capital Partners had a ''fair value'' of $55.6 million at December 31, 2025, and $28.2 million at December 31, 2024, determined using the net asset value <sup>p. 84</sup>.
** Procedures are employed to assess the reasonableness includeof the fair value of this obtaininginvestment, andincluding reviewing audited financial statements <sup>p. 84</sup>.
** The ''unfunded commitment'' related to the RedBird Capital Partners investment was $18.3 million at December 31, 2025, and $24.4 million at December 31, 2024 <sup>p. 84</sup>.
** The Company may sell its interest in the investment with prior written notice and general partner approval <sup>p. 84</sup>.
** In accordance with Accounting Standard Codification 820-10, thisThis investment is measured at fair value using the net asset value per share practical expedient and is not classified in the fair value hierarchy, in accordance with Accounting Standard Codification 820-10 <sup>p. 84</sup>.
** ''Net earned premiums'' related to this agreement were $41.5 million for the year ended December 31, 2025, and $2.5 million for the year ended December 31, 2024 <sup>p. 84</sup>.
* ''Notes payable'' carrying value approximates estimated fair value because they accrue interest at current market rates plus a spread <sup>p. 84</sup>.
** Fair value of notes payable is determined using the income approach with observable inputs (Level 2) inputs <sup>p. 84</sup>.
* ''Subordinated debt'' consists of Unsecured Subordinated Notes, due May 24, 2039, with a fixed interest rate <sup>p. 84</sup>.
** Fair value of subordinated debt is determined using the income approach with observable inputs (Level 2) inputs <sup>p. 84</sup>.
* Other financial instruments qualify as ''insurance-related products'' and are exemptspecifically exempted from fair value disclosure requirements <sup>p. 84</sup>.
 
====== Fair value of subordinated debt ======
{{Indexing|Fair value of financial instruments|Fair value of financial instruments|di0lc3m1jj|kind=table|order=126}}
 
<div style="overflow-x:auto">
Line 4,886 ⟶ 4,836:
</div>
 
{{Indexing|Weighted====== average interest rates|Weighted average interest rates|di0lc3m1jj|kind =====table|order=127}}
 
<div style="overflow-x:auto">
Line 4,908 ⟶ 4,858:
</div>
 
====== Fixed maturity securities as of December 31, 2025 ======
{{Indexing|Fixed maturity securities as of December 31, 2025|Fixed maturity securities, U.S. government securities, corporate securities, municipal securities, residential mortgage-backed securities, commercial mortgage-backed securities, other asset-backed securities|di0lc3m1jj|kind=table|order=128}}
 
<div style="overflow-x:auto">
Line 5,018 ⟶ 4,968:
</div>
 
====== Fixed maturity securities as of December 31, 2024 ======
{{Indexing|Fixed maturity securities as of December 31, 2024|Fixed maturity securities, U.S. government securities, corporate securities, municipal securities, residential mortgage-backed securities, commercial mortgage-backed securities, other asset-backed securities|di0lc3m1jj|kind=table|order=129}}
 
<div style="overflow-x:auto">
Line 5,134 ⟶ 5,084:
</div>
 
{{Indexing|Fixed====== maturityChanges securitiesin andfair mortgage loans asvalue of December 31, 2025|Fixedfixed maturity securities, and mortgage loans, netin investment2025 gains, accumulated comprehensive income|di0lc3m1jj|kind=table|order=130}}====
 
<div style="overflow-x:auto">
Line 5,184 ⟶ 5,134:
</div>
 
{{Indexing|Fixed====== maturityChanges securitiesin andfair mortgage loans asvalue of December 31, 2024|Fixedfixed maturity securities, and mortgage loans, netin investment2024 gains, accumulated comprehensive income|di0lc3m1jj|kind=table|order=131}}====
 
<div style="overflow-x:auto">
Line 5,230 ⟶ 5,180:
</div>
 
====== Notes payable and subordinated debt ======
{{Indexing|Notes payable and subordinated debt|Notes payable, subordinated debt, FHLB Loan, Revolving Credit Facility, Term Loan Facility, unsecured subordinated notes|b3bc9gy5x7|kind=table|order=132}}
 
<div style="overflow-x:auto">
Line 5,288 ⟶ 5,238:
</div>
 
====== 5. Mortgage Loans ======
{{Indexing|5. Mortgage Loans|Mortgage loans, Separately Managed Accounts (SMA1, SMA2), direct investments, mortgage loan portfolios, loan interest, loan maturity, principal amounts of loans, uncollectible amounts on loans|966xer0dpm|kind=prose|order=133|f1=Loan maturity|v1=2 to 4 years|f2=Principal amounts of loans|v2=approximately 64% of the property’s appraised value|f3=Write-offs for uncollectible amounts 2025|v3=no write-offs|f4=Write-offs for uncollectible amounts 2024|v4=no write-offs|f5=Mortgage loans in foreclosure 2025|v5=no mortgage loans|f6=Mortgage loans in foreclosure 2024|v6=no mortgage loans|f7=Mortgage loans not producing income 2025|v7=no mortgage loans|f8=Mortgage loans not producing income 2024|v8=no mortgage loans}}
 
* The Company investshas invested in ''Separately Managed Accounts'' ("SMA1" and "SMA2") <sup>p. 85</sup>.
* As of December 31, 2025 and 2024, the Company held ''direct investments in mortgage loans'' from various creditors through SMA1 and SMA2 <sup>p. 85</sup>.
* The Company’sCompany's ''mortgage loan portfolios'' areprimarily primarilyconsist of senior loans on real estate across the U.S. <sup>p. 85</sup>.
* ''LoansThese loans earn interest'' at a fixed spread above a prime rate <sup>p. 85</sup>.
* ''LoanThe maturity''loans ismature in approximately 2 to 4 years from loan origination <sup>p. 85</sup>.
* ''PrincipalThe principal amounts of the loans'' are approximately 64% of the property’sproperty's appraised value at the time ofthe loans loanwere originationmade <sup>p. 85</sup>.
* ''Uncollectible amounts on loans'' are determined based on an individual loan basis through consultations with the Company's specialized investment manager, consideration of adverse situations affecting borrower repayment ability, estimated value of underlying collateral, and other relevant factors <sup>p. 85</sup>.
* TheFactors Companyconsidered ''writes offfor uncollectible amounts'' ininclude theadverse periodsituations theyaffecting arethe determinedborrower's ability to berepay, uncollectibleestimated value of underlying collateral, and other relevant factors <sup>p. 85</sup>.
* ThereThe wereCompany ''nowrites write-offs foroff uncollectible amounts'' duringin the yearsperiod endedthey Decemberare 31,determined 2025to andbe 2024uncollectible <sup>p. 85</sup>.
* AsThere ofwas Decemberno 31,write-off 2025for anduncollectible 2024,amounts ''noduring mortgagethe loansyears wereended inDecember the31, process2025 ofand 2024, foreclosure''respectively <sup>p. 85</sup>.
* As of December 31, 2025 and 2024, ''no mortgage loans were not producing income'' forin the previousprocess 12of monthsforeclosure <sup>p. 85</sup>.
* As of December 31, 2025 and 2024, no mortgage loans were not producing income for the previous 12 months <sup>p. 85</sup>.
 
{{Indexing|====== Mortgage loans by property type|Mortgage loans, commercial, retail, hospitality|966xer0dpm|kind=table|order=134}}====
 
<div style="overflow-x:auto">
Line 5,327 ⟶ 5,278:
|}
</div>
 
{{Indexing|Mortgage loans by property type|Mortgage loans, commercial, retail, hospitality, office, multi-family|966xer0dpm|kind=table|order=135}}
 
<div style="overflow-x:auto">
Line 5,369 ⟶ 5,318:
</div>
 
====== 6. Equity Method Investments and Other ======
{{Indexing|6. Equity Method Investments and Other|Equity method investments, RISCOM, indirect investments, collateralized loans, loan collateral, SMA1, SMA2|966xer0dpm|kind=prose|order=136|f1=RISCOM amortization period|v1=15-year useful life}}
 
* The difference between an investment's cost and its proportionate share of underlying equity in net assets is allocated to the equity method investment's assets and liabilities <sup>p. 86</sup>.
* The Company amortizes this difference in net assets over the useful life of a similar asset as the underlying equity method investment <sup>p. 86</sup>.
* For the investment in RISCOM, thea similar asset is agent relationships <sup>p. 86</sup>.
* The Company amortizes this difference for RISCOM over a 15-year useful life <sup>p. 86</sup>.
* As of December 31, 2025 and 2024, the Company held indirect investments in collateralized loans and loan collateral through SMA1 and SMA2 <sup>p. 86</sup>.
 
{{Indexing|====== Indirect investments in collateralized loans and loan collateral|Indirect investments, collateralized loans, loan collateral, Arena Special Opportunities Fund, Arena SOP, Brewer Lane Ventures Fund II, Dowling Capital Partners, Hudson Ventures Fund 2, JVM Funds LLC, RISCOM|966xer0dpm|kind=table|order=137}}====
 
<div style="overflow-x:auto">
Line 5,440 ⟶ 5,389:
|}
</div>
 
{{Indexing|Indirect investments in collateralized loans and loan collateral|Indirect investments, collateralized loans, loan collateral, Arena SOP, Arena Special Opportunities Fund, Brewer Lane Ventures Fund II, Dowling Capital Partners, Hudson Ventures Fund II, JVM Funds LLC, RISCOM, Universa Black Swan|966xer0dpm|kind=table|order=138}}
 
<div style="overflow-x:auto">
Line 5,497 ⟶ 5,444:
</div>
 
====== Investment in RISCOM ======
{{Indexing|Indirect investments in collateralized loans and loan collateral|Indirect investments, collateralized loans, loan collateral, Brewer Lane Ventures Fund II, Dowling Capital Partners, Hudson Ventures Fund 2, Red Bird Capital Partners|966xer0dpm|kind=table|order=139}}
 
<div style="overflow-x:auto">
Line 5,527 ⟶ 5,474:
</div>
 
====== Investment in JVM Funds LLC ======
{{Indexing|Investment in RISCOM|Investment in RISCOM, underlying equity, difference|966xer0dpm|kind=table|order=140}}
 
<div style="overflow-x:auto">
Line 5,553 ⟶ 5,500:
</div>
 
====== Investment in indirect loans and loan collateral ======
{{Indexing|Investment in JVM Funds LLC|Investment in JVM Funds LLC, underlying equity, difference|966xer0dpm|kind=table|order=141}}
 
<div style="overflow-x:auto">
Line 5,578 ⟶ 5,525:
|}
</div>
 
{{Indexing|Investment in indirect loans and loan collateral|Investment in indirect loans, loan collateral, SMA1, SMA2|966xer0dpm|kind=table|order=142}}
 
<div style="overflow-x:auto">
Line 5,601 ⟶ 5,546:
</div>
 
====== 7. Variable Interest Entity ======
{{Indexing|7. Variable Interest Entity|Variable Interest Entity (VIE), Separate Account HSIC-01, Mangrove Risk Solutions Bermuda Ltd., GAAP consolidation guidance, price volatility risks, insurance products, dairy and livestock commodities, performance guarantees, financial obligation, capital commitments, assets of consolidated variable interest entities, third-party net assets|ie3cmfrol3|kind=prose|order=143|f1=VIE|v1=Separate Account HSIC-01|f2=Primary beneficiary|v2=Company}}
 
* Skyward consolidates ''Separate Account HSIC-01'' ("HSIC-01"), established by Mangrove Risk Solutions Bermuda Ltd. ("Mangrove"), pursuant to GAAP consolidation guidance <sup>p. 87</sup>.
* HSIC-01 is a ''Variable Interest Entity (VIE'') for which the Company is the primary beneficiary <sup>p. 87</sup>.
* The VIE's purpose of the VIE is to ''hedge price volatility risks'' of certain insurance products by investing in dairy and livestock commodities <sup>p. 87</sup>.
* The Company considersdirectly itselfmanages the ''primarybusiness beneficiary''of becauseHSIC-01, leading it directlyto managesconsider itself the businessprimary beneficiary <sup>p. 87</sup>.
* The Company does not provide ''performance guarantees'' and has no other financial obligation to provide funding tofund HSIC-01, other thanbeyond its own capital commitments <sup>p. 87</sup>.
* The ''assets of consolidated variable interest entities'', mayincluding HSIC-01, can only be used to settle obligations of these entities <sup>p. 87</sup>.
* There is ''no recourse to the assets of HSIC-01'' other than to satisfy associated liabilities <sup>p. 87</sup>.
* The table presents the ''assets of HSIC-01'', included in the Consolidated Balance Sheets as of December 31, 2025, represent third-party net assets and exclude intercompany balances eliminated upon consolidation <sup>p. 87</sup>.
* The presented assets only include ''third-party net assets'' and exclude intercompany balances, which were eliminated upon consolidation <sup>p. 87</sup>.
 
{{Indexing|====== Assets of HSIC-01 as of December 31, 2025|Assets of HSIC-01, cash and cash equivalents, other assets|ie3cmfrol3|kind=table|order=144}}====
 
<div style="overflow-x:auto">
Line 5,634 ⟶ 5,578:
</div>
 
====== 8 . Derivatives ======
{{Indexing|8 . Derivatives|Derivatives, financial risk management, commodity price fluctuations, cattle, milk, put options, futures, revenue volatility, economic hedging relationships|s22xbq0z1h|kind=prose|order=145|f1=Net gain on derivative instruments|v1=FY25: USD 7.9m}}
 
* The Company uses derivatives for financial risk management to mitigate price risk in insurance contracts exposed to commodity price fluctuations, specifically cattle and milk <sup>p. 88</sup>.
* A hedging strategy using derivatives, including (put options and futures,) is employed to mitigate revenue volatility and support financial stability <sup>p. 88</sup>.
* The primary objective of derivative instruments is to manage exposure to adverse price movements <sup>p. 88</sup>.
* The activityActivity in these instruments reflects current market conditions and shifts in risk exposures throughout the year <sup>p. 88</sup>.
* The notional value of derivative contracts and the degree of hedged exposure are actively managed and can vary based on pricing in cattle, hogs, and milk markets <sup>p. 88</sup>.
* TheDerivatives Company doesare not use derivativesused for speculative or trading purposes <sup>p. 88</sup>.
* All derivative positions support the overall risk transfer objectives of the business <sup>p. 88</sup>.
* The Company has not elected hedge accounting for these derivatives <sup>p. 88</sup>.
* The net gain (loss) recognized on derivative instruments in economic hedging relationships is presented in "losses and loss adjustment expenses" on the Consolidated Statements of Operations <sup>p. 88</sup>.
* For the year ended December 31, 2025, the Company recognized ''pre-tax net gains'' of USD 7.9m in losses and loss adjustment expenses <sup>p. 88</sup>.
 
{{Indexing|====== Derivative instrumentsassets in economic hedging relationships|Derivative assets, economic hedging relationships|s22xbq0z1h|kind=table|order=146}}====
 
<div style="overflow-x:auto">
Line 5,664 ⟶ 5,608:
</div>
 
====== 9. Allowance for Credit Losses ======
{{Indexing|9. Allowance for Credit Losses|Reinsurance recoverables, A.M. Best, financial strength rating, credit enhancements, reinsurance payables, letters of credit, funds held, LPT, R&Q Re (Bermuda) Ltd.|tc5fw176pu|m0cjxgvmvi|kind=prose|order=147|f1=Uncollectible reinsurance recoverable balance increase|v1=FY24: $13.6 million|f2=LPT commuted|v2=January 31, 2025}}
 
* The Company analyzes the ''credit risk'' offor its ''reinsurance recoverables'' by monitoring theA.M. Best financial strength ratingratings of its reinsurers from A.M. Best <sup>p. 89</sup>.
* ''A.M. Best isratings'' aare widelyassessed recognizedannually ratingand agencythroughout focusedthe exclusivelyyear onas theupdates insurancebecome industryavailable <sup>p. 89</sup>.
* The Company assesses the financial''adequacy strengthof ratingcredit annuallyenhancements'' andincluding throughoutreinsurance thepayables, yearletters asof A.M.credit, Bestand providesfunds updatesheld <sup>p. 89</sup>.
* ''Reinsurance balances'' are considered past due after 90 days <sup>p. 89</sup>.
* The Company assesses the adequacy of credit enhancements such as reinsurance payables, letters of credit, and funds held <sup>p. 89</sup>.
* ''ReinsuranceOn January 31, 2025, the Company commuted the balances''LPT arewith consideredR&Q pastRe due(Bermuda) whenLtd.'' theyfor areaccident 90years days2018 pastand dueprior <sup>p. 89</sup>.
* OnDuring Januarythe year ended December 31, 20252024, the Company commutedrecognized thea LPT''net withincrease R&Qof ReUSD (Bermuda) Ltd13.6m'' ("R&Q")to the allowance for accidentestimated uncollectible reinsurance related to the LPT, yearswhich 2018was andsubsequently priorwritten-off <sup>p. 89</sup>.
* During the year ended December 31, 2024, the Company recognized an ''uncollectible reinsurance recoverable balance'' related to the LPT as a net increase of $13.6 million to the allowance for estimated uncollectible reinsurance <sup>p. 89</sup>.
* This $13.6 million increase was subsequently written-off <sup>p. 89</sup>.
 
{{Indexing|====== Premiums receivable and allowance for uncollectible premiums as of December 31,in 2025|Premiums receivable, allowance for uncollectible premiums|tc5fw176pu|kind=table|order=148}}====
 
<div style="overflow-x:auto">
Line 5,705 ⟶ 5,647:
</div>
 
{{Indexing|====== Premiums receivable and allowance for uncollectible premiums as of December 31,in 2024|Premiums receivable, allowance for uncollectible premiums|tc5fw176pu|kind=table|order=149}}====
 
<div style="overflow-x:auto">
Line 5,735 ⟶ 5,677:
</div>
 
====== A.M. best ratings ======
{{Indexing|A.M. best ratings|A.M. Best ratings, reinsurance recoverables|tc5fw176pu|ooly7l7133|kind=table|order=150}}
 
<div style="overflow-x:auto">
Line 5,764 ⟶ 5,706:
</div>
 
{{Indexing|====== Reinsurance recoverables and allowance for uncollectible reinsurance|Reinsurance recoverables, allowance for uncollectible reinsurance|tc5fw176pu|kind=table|order=151}}====
 
<div style="overflow-x:auto">
Line 5,782 ⟶ 5,724:
</div>
 
{{Indexing|====== Reinsurance recoverables and allowance for uncollectible reinsurance as of December 31, 2024|Reinsurance recoverables, allowance for uncollectible reinsurance|tc5fw176pu|kind=table|order=152}}====
 
<div style="overflow-x:auto">
Line 5,808 ⟶ 5,750:
</div>
 
====== 10. Property and Equipment ======
{{Indexing|10. Property and Equipment|Depreciation expense, property and equipment|1f87rdfb5o|kind=prose|order=153|f1=Depreciation expense|v1=FY25: USD 3.3m}}
 
* ''Depreciation expense'' for property and equipment was USD 3.3m for the year ended December 31, 2025 <sup>p. 90</sup>.
Line 5,815 ⟶ 5,757:
* Depreciation expense is presented in underwriting, acquisition, and insurance expenses on the Consolidated Statements of Operations <sup>p. 90</sup>.
 
====== Depreciation expense for property and equipment ======
{{Indexing|Property and equipment|Property and equipment, leasehold improvements, equipment, software, accumulated depreciation|1f87rdfb5o|kind=table|order=154}}
 
<div style="overflow-x:auto">
Line 5,849 ⟶ 5,791:
</div>
 
====== 11. Notes Payable & Subordinated Debt ======
{{Indexing|11. Notes Payable & Subordinated Debt|FHLB Loan, Advances and Security Agreement, Term Loan Credit Agreement, Term Loan Facility, unsecured senior delayed draw term loan facility, Tranche A DDTL, Tranche B DDTL, Apollo Group Holdings Limited, SOFR, base rate|b3bc9gy5x7|bhnpa5y4f0|kind=prose|order=155|f1=FHLB Loan principal amount|v1=USD 57.0m|f2=FHLB Loan interest rate|v2=4.00%|f3=Term Loan Facility Tranche A DDTL|v3=USD 150.0m|f4=Term Loan Facility Tranche B DDTL|v4=USD 150.0m|f5=FHLB Loan date|v5=August 30, 2024}}
 
* On''FHLB Loan'': entered into on August 30, 2024, the Company entered into the ''FHLB Loan''pursuant underto the Advances and Security Agreement <sup>p. 91</sup>.
* The ''FHLB Loan term'' is a: 4.5-year term loan with ayears, principal amount of USD 57.0m <sup>p. 91</sup>.
* The ''FHLB Loan payments'' requires: interest-only payments during its term, with principal due at maturity <sup>p. 91</sup>.
* The ''FHLB Loan interest rate'' has a: fixed interest rate ofat 4.00% over itsthe loan term <sup>p. 91</sup>.
* The ''FHLB Loan security'' is: fully secured by a pledge of specific investment securities of HSIC <sup>p. 91</sup>.
* Proceeds from the ''FHLB Loan proceeds use'': were used to fundfunded redemptions of draws on the 2023 Revolving Credit Facility <sup>p. 91</sup>.
* During the fourth quarter of 2025, the Company entered into a ''Term Loan Credit AgreementFacility'': (Termentered Loaninto during Facility)Q4 2025 with a syndicate of banks <sup>p. 91</sup>.
* ''Term Loan Facility components'':
* The ''Term Loan Facility'' includes an unsecured senior delayed draw term loan facility (DDTL) of USD 150.0m (Tranche A DDTL) <sup>p. 91</sup>.
** TheUnsecured ''Termsenior Loandelayed Facility''draw alsoterm includesloan an additional unsecured seniorfacility (DDTL) of USD 150.0m (Tranche BA DDTL) <sup>p. 91</sup>.
** Additional unsecured senior DDTL of USD 150.0m (Tranche B DDTL) <sup>p. 91</sup>.
* The ''Term Loan Facility'' was used to fund a portion of the consideration for the Company's acquisition of Apollo Group Holdings Limited (Apollo) and related transaction fees and expenses <sup>p. 91</sup>.
* Amounts drawn under the ''Term Loan Facility use'': bear interest at either term SOFR plusfunded a marginportion rangingof fromthe 150consideration bps to 190 bps, orfor the baseacquisition rateof plusApollo aGroup margin ranging from 50 bps to 90 bps, depending on theHoldings Company’sLimited debt("Apollo") toand capitalizationrelated ratiofees/expenses <sup>p. 91</sup>.
* ''Term Loan Facility interest rate (SOFR)'': isterm calculatedSOFR usingplus a SOFRmargin floorranging offrom 0.00%150 andbps ato 190 bps, depending crediton spreaddebt adjustmentto ofcapitalization 0.10%ratio <sup>p. 91</sup>.
* ''Term Loan Facility SOFR calculation'': SOFR floor of 0.00% and a credit spread adjustment of 0.10% <sup>p. 91</sup>.
* The ''base rate'' is the highest of (i) the Agent’s then-current prime lending rate, (ii) the Federal Funds Rate plus 0.50%, (iii) SOFR plus 1.00%, and (iv) zero percent (0%) <sup>p. 91</sup>.
* The''Term CompanyLoan paysFacility ainterest feerate ranging(base fromrate)'': 0.20%base torate 0.35%plus ona averagemargin dailyranging undrawnfrom amounts50 underbps theto ''Term90 Loan Facility''bps, depending on the Company’s debt to capitalization ratio <sup>p. 91</sup>.
* ''Term Loan Facility base rate definition'': highest of (i) Agent’s prime lending rate, (ii) Federal Funds Rate plus 0.50%, (iii) SOFR plus 1.00%, and (iv) zero percent (0%) <sup>p. 91</sup>.
* The ''Tranche A DDTL'' matures on January 1, 2028 <sup>p. 91</sup>.
* The ''TrancheTerm BLoan DDTLFacility undrawn fee'': matures0.20% to 0.35% on Julyaverage 2daily undrawn amounts, 2029depending on debt to capitalization ratio <sup>p. 91</sup>.
* On December 30, 2025, the Company drew USD 150.0m from the ''Tranche A DDTL'' and USD 150.0m from the maturity''Tranche B DDTL'' for the acquisition of Apollo on: January 1, 20262028 <sup>p. 91</sup>.
* ''Tranche B DDTL maturity'': July 2, 2029 <sup>p. 91</sup>.
* The ''Term Loan Facility'' includes customary covenants, such as limitations on additional indebtedness exceeding USD 10.0m and on distributions to stockholders, stock redemptions, repurchases, or retirements upon certain events <sup>p. 91</sup>.
* ''Term Loan Facility draws (December 30, 2025)'': USD 150.0m from Tranche A DDTL and USD 150.0m from Tranche B DDTL for Apollo acquisition on January 1, 2026 <sup>p. 91</sup>.
* ''Financial covenants'' for the Term Loan Facility include minimum consolidated net worth, maximum total debt to capitalization, minimum A.M. Best rating, and minimum liquidity <sup>p. 91</sup>.
* ''Term Loan Facility covenants'': customary limitations on additional indebtedness exceeding USD 10.0m, restrictions on distributions, stock redemptions/repurchases, and financial covenants (minimum consolidated net worth, maximum total debt to capitalization, minimum A.M. Best rating, minimum liquidity) <sup>p. 91</sup>.
* As of December 31, 2025, the Company was in compliance with all ''Term Loan Facility covenants'' <sup>p. 91</sup>.
* The ''Term Loan Facility compliance'': Company was in compliance with all covenants as of December is31, unsecured2025 <sup>p. 91</sup>.
* ''Term Loan Facility security'': unsecured <sup>p. 91</sup>.
* The Company's 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 certain exceptions <sup>p. 91</sup>.
* ''Term Loan Facility guarantee'': obligations guaranteed by the Company and its existing wholly-owned subsidiaries and subsequently acquired/organized subsidiaries (excluding insurance company subsidiaries and certain other exceptions) <sup>p. 91</sup>.
* During the fourth quarter of 2025, the Company entered into a ''Revolving Credit Facility'' with a syndicate of banks <sup>p. 91</sup>.
* The ''Revolving Credit Facility'': isentered unsecuredinto andduring initiallyQ4 provided2025 with a maximum principal amountsyndicate of USD 150.0mbanks <sup>p. 91</sup>.
* The ''Revolving Credit Facility security'': maximum principal amount was increased to USD 250.0m on the closing date of the Apollo acquisitionunsecured <sup>p. 91</sup>.
* The''Revolving CompanyCredit initiallyFacility drewinitial maximum principal'': USD 43150.0m, fromincreased theto ''RevolvingUSD Credit250.0m Facility''on to redeem itsthe priorApollo revolvingacquisition creditclosing facilitydate <sup>p. 91</sup>.
* On December 30, 2025, the Company drew an additional USD 71.5m from the ''Revolving Credit Facility initial draw'': forUSD the43.0m, considerationused paidto forredeem theprior acquisitionrevolving ofcredit Apollofacility <sup>p. 91</sup>.
* Proceeds from the ''TermRevolving LoanCredit Facility'' andadditional thedraw ''Revolving(December Credit30, Facility2025)'': drawsUSD are71.5m, presentedused netfor withconsideration liabilities on the Consolidated Balance Sheetspaid for theApollo year ended December 31, 2025acquisition <sup>p. 91</sup>.
* These''Revolving proceedsCredit wereFacility used for theproceeds presentation''Apollo: acquisition''net with liabilities on JanuaryConsolidated Balance Sheets for year ended December 131, 20262025 <sup>p. 91</sup>.
* Interest on the ''Revolving Credit Facility proceeds use'': Apollo acquisition on isJanuary payable1, quarterly2026 <sup>p. 91</sup>.
* Amounts drawn under the ''Revolving Credit Facility'' bear interest at either term SOFR plus a margin ranging from 150 bps to 190 bps, or the base rate plus a margin ranging from 50 bps to 90 bps, depending on the Company’s debt to capitalizationpayments'': ratioquarterly <sup>p. 91</sup>.
* ''SOFR'' for the Revolving Credit Facility isinterest calculatedrate using(SOFR)'': aterm SOFR floorplus ofa 0.00%margin andranging afrom 150 bps to 190 bps, depending crediton spreaddebt adjustmentto ofcapitalization 0.10%ratio <sup>p. 91</sup>.
* The ''base rate'' for the Revolving Credit Facility isSOFR thecalculation'': highestSOFR floor of (i) the Agent’s then current prime lending rate, (ii) the Federal Funds Rate plus 0.5000%, (iii)and SOFRa pluscredit 1.00%,spread andadjustment (iv)of zero percent (0.10%) <sup>p. 91</sup>.
* The''Revolving CompanyCredit paysFacility ainterest feerate ranging(base fromrate)'': 0.20%base torate 0.35%plus ona averagemargin dailyranging undrawnfrom amounts50 underbps theto ''Revolving90 Credit Facility''bps, depending on the Company’s debt to capitalization ratio <sup>p. 91</sup>.
* ''Revolving Credit Facility base rate definition'': highest of (i) Agent’s prime lending rate, (ii) Federal Funds Rate plus 0.50%, (iii) SOFR plus 1.00%, and (iv) zero percent (0%) <sup>p. 91</sup>.
* The ''availability period'' under the Revolving Credit Facility terminates on November 12, 2030 <sup>p. 91</sup>.
* The Company is subject to ''covenants'' on the Revolving Credit Facility basedundrawn onfee'': minimum0.20% netto worth,0.35% maximumon debtaverage todaily capitalundrawn ratioamounts, minimumdepending A.M.on Bestdebt Rating,to andcapitalization minimum liquidityratio <sup>p. 91</sup>.
* ''Revolving Credit Facility availability period termination'': November 12, 2030 <sup>p. 91</sup>.
* As of December 31, 2025, the Company was in compliance with all ''Revolving Credit Facility covenants'' <sup>p. 91</sup>.
* ''Revolving Credit Facility covenants'': minimum net worth, maximum debt to capital ratio, minimum A.M. Best Rating, minimum liquidity, and customary events of default <sup>p. 91</sup>.
* During the first quarter of 2023, the Company entered into an agreement for an unsecured ''2023 Revolving Credit Facility'' with a syndicate of banks <sup>p. 91</sup>.
* The ''2023 Revolving Credit Facility compliance'': providedCompany up to USD 150.0mwas in revolvingcompliance creditwith andall acovenants letteras of credit sub-facility of up toDecember USD31, 30.0m2025 <sup>p. 91</sup>.
* On November 13, 2025, the Company redeemed the ''2023 Revolving Credit Facility'': entered into during Q1 2023 <sup>p. 91</sup>.
* ''2023 Revolving Credit Facility terms'': unsecured, up to USD 150.0m revolving credit facility and a letter of credit sub-facility of up to USD 30.0m <sup>p. 91</sup>.
* The Company paid USD 0.3m of accrued interest and recognized USD 0.6m of expense for remaining unamortized deferred financing costs upon redemption of the ''2023 Revolving Credit Facility'' <sup>p. 91</sup>.
* ''2023 Revolving Credit Facility redemption'': redeemed on November 13, 2025 <sup>p. 91</sup>.
* In May 2019, the Company agreed to issue unsecured subordinated notes (the ''Notes'') with an aggregate principal amount of USD 20.0m <sup>p. 91</sup>.
* ''2023 Revolving Credit Facility costs upon redemption'': USD 0.3m of accrued interest paid, USD 0.6m expense for remaining unamortized deferred financing costs recognized <sup>p. 91</sup>.
* Interest on the ''Notes'' is fixed at 7.25% for the first 8 years and 8.25% thereafter <sup>p. 91</sup>.
* Early retirement of the ''Debentures (Notes)'': beforeunsecured thesubordinated 8-yearnotes commitmentissued requiresin allMay interest2019 paymentswith toan beaggregate paidprincipal in full, plus the returnamount of outstandingUSD principal20.0m <sup>p. 91</sup>.
* ''PrincipalNotes interest rate'': forfixed theat Notes7.25% isfor duethe atfirst maturity8 on May 24years, 2039,then andfixed interest isat payable8.25% quarterlythereafter <sup>p. 91</sup>.
* The ''Notes early retirement'': haverequires juniorall priorityinterest payments to allbe paid in full, plus return previouslyof issuedoutstanding debtprincipal <sup>p. 91</sup>.
* ''Notes principal due'': at maturity on May 24, 2039 <sup>p. 91</sup>.
* The Company reports debt related to the ''Notes'' in its December 31, 2025 and 2024 Consolidated Balance Sheets, net of debt issuance costs of approximately USD 0.4m and USD 0.5m, respectively <sup>p. 91</sup>.
* ''Notes interest payable'': quarterly <sup>p. 91</sup>.
* These ''deferred financing costs'' are presented as a direct deduction from the carrying amount of the subordinated debt <sup>p. 91</sup>.
* ''Notes priority'': junior to all previously issued debt <sup>p. 91</sup>.
* ''Notes debt reporting'': net of debt issuance costs of approximately USD 0.4m (2025) and USD 0.5m (2024) on Consolidated Balance Sheets <sup>p. 91</sup>.
* ''Notes deferred financing costs presentation'': direct deduction from carrying amount of subordinated debt <sup>p. 91</sup>.
 
====== 12. Segment ======
{{Indexing|12. Segment|Reportable segment, commercial property and casualty products, non-admitted (E&S) basis, admitted basis, underwriting divisions, Chief Operating Decision Maker (CODM), gross written premiums, net underwriting income, income before income taxes, consolidated net income, annualized return on equity, growth in book value per share|1ut79wn2dy|kind=prose|order=156|f1=Number of segments|v1=one|f2=Segment basis|v2=commercial property and casualty products|f3=Segment profit measure|v3=gross written premiums by net underwriting division, underwriting income, and income before income taxes}}
 
* The Company operates with one reportable segment, offering commercial property and casualty products and solutions, primarily in the United States, on both non-admitted (E&S) and admitted bases <sup>p. 92</sup>.
* TheThis segment consists of nine distinct underwriting divisions, referred to as "continuing business," each with dedicated underwriting leadership and technical staff <sup>p. 92</sup>.
* Each division has dedicated underwriting leadership and technical staff experienced in their specific niches <sup>p. 92</sup>.
* The segment definition is based on how internally reported financial information is reviewed by the Chief Operating Decision Maker (CODM) for performance analysis, decision-making, and resource allocation <sup>p. 92</sup>.
* The segment definition is based on how the Chief Operating Decision Maker (CODM) reviews internal financial information for performance analysis, decision-making, and resource allocation <sup>p. 92</sup>.
* The Company's CODM is the chief executive officer <sup>p. 92</sup>.
* The accounting policies for the segment align with those described in Note 1 "Summary of Significant Accounting Policies" of the Form 10-K <sup>p. 92</sup>.
* The CODM evaluates segment performance and allocates resources using gross written premiums by net underwriting division, underwriting income, and income before income taxes (which is also reported on the Consolidated Statements of Operations) <sup>p. 92</sup>.
* ''Segment assets'' are measured as total consolidated assetsreported on the Consolidated Balance Sheets as total consolidated assets <sup>p. 92</sup>.
* ''Gross written premiums'' by underwriting division, ''net underwriting income'', and ''consolidated net income'' are used to monitor budget versus actual results <sup>p. 92</sup>.
* The CODM uses ''net underwriting income'', ''annualized return on equity'', and ''growth in book value per share'' for competitive analysis byagainst benchmarkingthe againstCompany's competitors <sup>p. 92</sup>.
* This competitive analysis and the monitoring of budgeted versus actual results are used to assess segment performance and determine management's compensation <sup>p. 92</sup>.
 
====== Segment performance by business line ======
{{Indexing|Segment information|Accident & Health, Agriculture and Credit (Re)insurance, Captives, Construction & Energy Solutions, Global Property, Professional Lines, Specialty Programs, Surety, Transactional E&S, Total continuing business, Exited business|1ut79wn2dy|kind=table|order=157}}
 
<div style="overflow-x:auto">
Line 5,984 ⟶ 5,930:
</div>
 
====== Underwriting income, revenues, and expenses ======
{{Indexing|Underwriting income|Underwriting income, net earned premiums, commission and fee income, total underwriting revenues, losses and LAE, amortization of policy acquisition costs, other operating and general expenses, total underwriting expenses, net underwriting income|cos78e4bvi|kind=table|order=158}}
 
<div style="overflow-x:auto">
Line 6,110 ⟶ 6,056:
</div>
 
{{Indexing|====== Return on equity and book value per share|Return on equity, book value per share|v7ij6av24f|0lk0pqg9zh|kind=table|order=159}}====
 
<div style="overflow-x:auto">
Line 6,131 ⟶ 6,077:
</div>
 
====== 13. Income Taxes ======
{{Indexing|13. Income Taxes|Federal income taxes, federal net operating loss carryforwards, net operating losses, Internal Revenue Code Section 382, 382 limitation, valuation allowance, federal NOL, dual consolidated loss, state and local net operating losses, federal income tax returns, uncertain tax positions, uncertain tax benefits|kmocop7wiu|kind=prose|order=160|f1=Federal income taxes paid|v1=2024: USD 37.0m|f2=Federal net operating loss carryforwards|v2=USD 40.3m|f3=NOL expiration|v3=beginning in 2032|f4=382 limitation expiration|v4=USD 2.8m|f5=State and local net operating losses|v5=USD 0.9m|f6=Federal income tax returns subject to examination|v6=2022-2024}}
 
* The Company paid ''federal income taxes'' of USD 37.0m in 2024 and USD 15.8m in 2023 <sup>p. 93</sup>.
* The Company has ''federal net operating loss carryforwards'' of approximately USD 40.3m <sup>p. 93</sup>.
* These ''net operating losses'' are set to expire beginning in 2032 <sup>p. 93</sup>.
* ''InternalThe Revenue Code Section 382'Company's limitsability theto utilization ofutilize USD 40.3m of ''net operating losses'' is limited under Internal Revenue Code Section 382 due to an ownership change in 2014 <sup>p. 93</sup>.
* The ''382 limitation'' is expected to result in an expiration of USD 2.8m (USD 0.6m tax effected) of net operating losses <sup>p. 93</sup>.
* AIn 2025, a ''valuation allowance'' was established in 2025 against the balance expected to expire without utilization <sup>p. 93</sup>.
* OfOut of the total USD 40.3m ''federal NOL'' of USD 40.3m, USD 0.3m (USD 0.1m tax effected) is related to dual consolidated loss that Skyward is not expected to utilize <sup>p. 93</sup>.
* The Company also has ''net operating losses'' in various state and local jurisdictions totaling USD 0.9m, which are set to expire between 5 and 20 years or carryforward indefinitely <sup>p. 93</sup>.
* TheseThe Company expects to fully utilize these ''state and local net operating losses'' are set to expire between 5 and 20 years or carryforward indefinitely, depending on the jurisdiction <sup>p. 93</sup>.
* The Company expects to's ''fullyfederal utilizeincome tax returns'' thesefor tax years 2022-2024 are subject to stateexamination andby localthe netInternal operatingRevenue lossesService <sup>p. 93</sup>.
* The Company’s ''federal income tax returns'' for tax years 2022-2024 are subject to examination by the Internal Revenue Service <sup>p. 93</sup>.
* As of December 31, 2025, the Company had ''no provision for uncertain tax positions'' and no provision for penalties or interest <sup>p. 93</sup>.
* Management does not believe there are any ''uncertain tax benefits'' that could be recognized within the next twelve months that would impact the Company’s effective tax rate <sup>p. 93</sup>.
 
{{Indexing|====== Income tax expense from continuing operations|Income from continuing operations before income tax expense, current tax expense, deferred tax benefit, total income tax expense|kmocop7wiu|kind=table|order=161}}====
 
<div style="overflow-x:auto">
Line 6,189 ⟶ 6,134:
</div>
 
====== Income tax expense ======
{{Indexing|Income tax expense|Current income tax expense, deferred tax (benefit) expense, total income tax expense|kmocop7wiu|kind=table|order=162}}
 
<div style="overflow-x:auto">
Line 6,211 ⟶ 6,156:
</div>
 
====== U.S. federal statutory income tax rate reconciliation ======
{{Indexing|U.S. federal statutory income tax rate reconciliation|U.S. federal statutory income tax rate, state income taxes, foreign tax effects, Bermuda statutory rate differential, effects of other cross-border tax laws, change of Valuation Allowance, nondeductible and nontaxable items, nondeductible transaction costs, other nondeductible and nontaxable items, effective tax rate|kmocop7wiu|kind=table|order=163}}
 
<div style="overflow-x:auto">
Line 6,266 ⟶ 6,211:
(1) The following state(s) and/or local jurisdictions make up more than 50% of the state income taxes: Florida.
 
{{Indexing|Income====== tax expense at federal statutory rate|Income tax expense at federal statutory rate, tax advantaged investments, other, total income tax expense|kmocop7wiu|kind=table|order=164}}====
 
<div style="overflow-x:auto">
Line 6,306 ⟶ 6,251:
</div>
 
{{Indexing|Total====== income taxes paid|Total income taxes paid, United States, U.S. state and local|kmocop7wiu|kind=table|order=165}}====
 
<div style="overflow-x:auto">
Line 6,326 ⟶ 6,271:
(1) No single state or jurisdiction accounts for greater than 5% of total taxes paid.
 
====== Deferred tax assets ======
{{Indexing|Deferred tax assets|Deferred tax assets, net operating losses, losses and loss adjustment expenses, unearned premiums, unrealized losses on fixed maturity securities, available-for-sale, stock options/awards, other, total deferred tax assets before valuation allowance, valuation allowance, total deferred tax assets, deferred policy acquisition costs, other long-term investments, Section 481(a) adjustment, unrealized gains on equity securities|kmocop7wiu|kind=table|order=166}}
 
<div style="overflow-x:auto">
Line 6,415 ⟶ 6,360:
|}
</div>
 
{{Indexing|Valuation allowance activity|Valuation allowance activity, balance at beginning of the period, increase related to net operating loss, balance at the end of the period|kmocop7wiu|kind=table|order=167}}
 
<div style="overflow-x:auto">
Line 6,438 ⟶ 6,381:
</div>
 
====== Tax Legislative Update ======
{{Indexing|Tax Legislative Update|One Big Beautiful Bill Act (OBBB Act), tax reform provisions, annual effective tax rate|1nma8v7gjs|kind=prose|order=168|f1=OBBB Act signed into law|v1=July 4, 2025}}
 
* The ''One Big Beautiful Bill Act ("OBBB“OBBB Act"Act”), which includes a broad range of tax reform provisions,'' was signed into law in the United States on July 4, 2025 <sup>p. 94</sup>.
* The OBBB Act did not haveincludes a materialbroad impactrange on the Company's annual effectiveof tax rate inreform 2025provisions <sup>p. 94</sup>.
* NoThe material''OBBB impactAct'' fromdid not materially impact the OBBBCompany's Actannual effective istax expectedrate in 20262025 <sup>p. 94</sup>.
* No material impact from the ''OBBB Act'' is expected on the Company's annual effective tax rate in 2026 <sup>p. 94</sup>.
 
====== 14. Reserves for Losses and Loss Adjustment Expenses ======
{{Indexing|14. Reserves for Losses and Loss Adjustment Expenses|Net ultimate loss and LAE, multi-line solutions, short-tail/monoline specialty lines, exited lines, prior-year reserve movements|rhstabgyn2|do9an7x5kp|j2mg590krh|kind=prose|order=169|f1=Favorable development prior years|v1=FY25: USD 7.5m|f2=Favorable development short-tail/monoline specialty lines|v2=FY25: USD 24.6m|f3=Favorable development multi-line solutions|v3=FY25: USD 5.3m}}
 
* The Company evaluates net ultimate loss and LAE under three sub-categories: multi-line solutions, short-tail/monoline specialty lines, and exited lines <sup>p. 95</sup>.
* These disaggregated groupings have more homogeneous risk characteristics, with similar development patterns, and are generally subject to similar trends <sup>p. 95</sup>.
* ''Short-tail/monoline specialty lines'' include global property & agriculture, accident & health, surety, and professional lines underwriting divisions <sup>p. 95</sup>.
* TheseLosses for short-tail/monoline specialty lines are generally havereported shorterwithin durationsa forshort lossesperiod tofrom fullythe developdate of loss, withand claims are typically reported, settled, and paid within a relatively short timeframe <sup>p. 95</sup>.
* Short-tail/monoline specialty lines can be impacted by larger, more complex losses due to factors like difficulty in determining actual damages and legal/regulatory impediments <sup>p. 95</sup>.
* ''Multi-line solutions'' include industry solutions, programs, captives, and transactional E&S underwriting divisions <sup>p. 95</sup>.
* ThisMulti-line subcategorysolutions predominantlyprimarily consistsconsist of occurrence liability, including general liability, excess liability, and commercial auto <sup>p. 95</sup>.
* Multi-line solutions have a longer duration for losses to fully develop compared to short-tail/monoline specialty lines <sup>p. 95</sup>.
* The unique claim characteristics and longer-tail nature and unique claim characteristics of multi-line solutions introduce more uncertainty, as claims can be impacted by changes in regulation, inflation, and other unforeseen factors over time <sup>p. 95</sup>.
* ''Exited lines'' include all underwriting units placed in run-off and are presented separately from ongoing lines of business <sup>p. 95</sup>.
* For the year ended December 31, 2025, the Company recognized ''favorable development'' related to prior years’ loss and loss expense reserves of USD 7.5m <sup>p. 95</sup>.
Line 6,464 ⟶ 6,408:
** This was primarily related to losses previously subject to the LPT from accident years 2018 and prior <sup>p. 95</sup>.
** This included USD 10.1m in multi-line solutions and USD 15.2m in exited lines <sup>p. 95</sup>.
* DuringFor the year ended December 31, 2023, the Company recognized ''adverse development'' related to prior years’ loss and loss expense reserves of USD 10.8m <sup>p. 95</sup>.
** Adverse development of USD 11.7m in multi-line solutions was driven by greater than expected severity in auto, general, and excess liability lines of business, primarily from accident years 2020 to 2022 <sup>p. 95</sup>.
** This adverse development was partially offset by favorable development in short-tail/monoline specialty lines <sup>p. 95</sup>.
** The favorable development in short-tail/monoline specialty lines was in the property line of business, primarily from accident years 2021 and 2022 <sup>p. 95</sup>.
 
{{Indexing|====== Reserves for losses and LAE, net of reinsurance|Reserves for losses and LAE, reinsurance recoverable on unpaid claims, incurred losses, paid losses|do9an7x5kp|rmmhubj8mh|kind=table|order=170}}====
 
<div style="overflow-x:auto">
Line 6,550 ⟶ 6,494:
</div>
 
{{Indexing|====== Short Duration Contract Disclosures|Losses and LAE reserves, reported claims, incurred but not reported claims, claim counts|rmmhubj8mh|e40m7ou132|kind=prose|order=171}}====
 
* ''Losses and LAE reserves'' represent the Company's best estimate of the ultimate net cost of all reported and unreported losses that are unpaid as of the balance sheet dates <sup>p. 96</sup>.
* The Company's estimated'Estimated reserves for losses and LAE'' include the accumulation ofaccumulated estimates for claims reported and unpaid, priorprojected toincreases thein balanceclaims sheetcosts datesfor reported claims, claims incurred but not reported, and expenses for investigating and adjusting all incurred and unpaid claims <sup>p. 96</sup>.
* Estimates''Cumulative for losses and LAE also include projectionsnumber of relevant historical data for increases inreported claims'' costsis formeasured claimsby already reportedincident <sup>p. 96</sup>.
* ''Claim counts'' include all reported claims, even if no liability is established for the claim (i.e., no reserve for loss and loss adjustment expenses) <sup>p. 96</sup>.
* Estimates for losses and LAE include claims incurred but not reported <sup>p. 96</sup>.
* Estimates for losses and LAE include expenses for investigating and adjusting all incurred and unpaid claims <sup>p. 96</sup>.
* The Company measures ''claim counts'' by incident when determining the cumulative number of reported claims <sup>p. 96</sup>.
* Claim counts include all claims reported, even if the Company does not establish a liability for the claim (i.e., reserve for loss and loss adjustment expenses) <sup>p. 96</sup>.
 
{{Indexing|====== Incurred losses and ALAE, net of reinsurance|Incurred losses and ALAE, IBNR, reported claims by accident year|hjnlii88rx|do9an7x5kp|kind=table|order=172}}====
 
<div style="overflow-x:auto">
Line 6,680 ⟶ 6,621:
</div>
 
{{Indexing|====== Cumulative paid losses and ALAE, net of reinsurance|Cumulative paid losses and ALAE by accident year|hjnlii88rx|do9an7x5kp|kind=table|order=173}}====
 
<div style="overflow-x:auto">
Line 6,752 ⟶ 6,693:
</div>
 
{{Indexing|====== Incurred losses and ALAE, net of reinsurance by accident year|Incurred losses and ALAE, IBNR, reported claims by accident year|hjnlii88rx|do9an7x5kp|kind=table|order=174}}====
 
<div style="overflow-x:auto">
Line 6,999 ⟶ 6,940:
</div>
 
{{Indexing|====== Cumulative paid losses and ALAE, net of reinsurance by accident year|Cumulative paid losses and ALAE by accident year|hjnlii88rx|do9an7x5kp|kind=table|order=175}}====
 
<div style="overflow-x:auto">
Line 7,175 ⟶ 7,116:
</div>
 
{{Indexing|====== Exited Lines — all lines in runoff|Exited lines, net incurred and paid loss development, balance sheet reserves, claims duration|j2mg590krh|do9an7x5kp|kind=prose|order=176}}====
 
* The provided table reconcilespresents the reconciliation of net incurred and paid loss development tables to balance sheet reserves for losses and loss adjustment expenses as of December 31, 2025 and 2024 <sup>p. 97</sup>.
* The subsequentfollowing table detailssets forth the historical average annual payout of incurred losses and allocated loss adjustment expenses (claims duration) for short-duration contracts <sup>p. 97</sup>.
* ThisThe claims duration data is based on disaggregated information fromin the paid loss development tables, net of reinsurance <sup>p. 97</sup>.
 
{{Indexing|====== Incurred losses and ALAE, net of reinsurance by accident year|Incurred losses and ALAE, IBNR, reported claims by accident year|hjnlii88rx|do9an7x5kp|kind=table|order=177}}====
 
<div style="overflow-x:auto">
Line 7,429 ⟶ 7,370:
</div>
 
{{Indexing|====== Cumulative paid losses and ALAE, net of reinsurance by accident year|Cumulative paid losses and ALAE by accident year|hjnlii88rx|do9an7x5kp|kind=table|order=178}}====
 
<div style="overflow-x:auto">
Line 7,605 ⟶ 7,546:
</div>
 
====== Net reserves for losses and ALAE ======
{{Indexing|Net reserves for losses and ALAE|Net reserves for losses and ALAE, short-tail/monoline specialty lines, multi-line solutions, exited lines, reinsurance recoverable on unpaid claims, unallocated LAE|rmmhubj8mh|1f87rdfb5o|elseqv5tt7|kind=table|order=179}}
 
<div style="overflow-x:auto">
Line 7,663 ⟶ 7,604:
</div>
 
{{Indexing|Average====== annual percentage payout of incurred claims by age|Average annual percentage payout of incurred claims by age, short-tail/monoline specialty lines, multi-line solutions, exited lines|do9an7x5kp|kind=table|order=180}}====
 
<div style="overflow-x:auto">
Line 7,734 ⟶ 7,675:
</div>
 
====== 15. Commission and Fee Income ======
{{Indexing|15. Commission and Fee Income|Skyward Underwriters Agency, Inc. (SUA), commission and fee income, managing general insurance agent, reinsurance broker, property and casualty, accident and health risks|qfq1t7e6o0|kind=prose|order=181}}
 
* ''Skyward Underwriters Agency, Inc. (SUA)'' is, a Company subsidiary, ofacts theas Companya managing general insurance agent and reinsurance broker <sup>p. 98</sup>.
* SUA actsspecializes asin aproperty managingand generalcasualty insuranceand agentaccident and reinsurancehealth risks within niche brokermarkets <sup>p. 98</sup>.
* ''Commission and fee income'' is primarily generated by SUA through the placement of insurance policies with third-party insurance or reinsurance companies <sup>p. 98</sup>.
* SUA specializes in property and casualty and accident and health risks within specialty niche markets <sup>p. 98</sup>.
* ''Commission and fee income'' is primarily generated by SUA <sup>p. 98</sup>.
* This income is derived from the placement of insurance policies with third-party insurance or reinsurance companies <sup>p. 98</sup>.
 
====== Commission and fee revenue and expenses ======
{{Indexing|Net commission and fee income|SUA commission revenue, SUA fee revenue, other commission and fee revenue, commission and fee expenses|qfq1t7e6o0|kind=table|order=182}}
 
<div style="overflow-x:auto">
Line 7,783 ⟶ 7,722:
</div>
 
{{Indexing|Contract====== assets balance|Contract assets balance|kind=table|order=183}}====
 
<div style="overflow-x:auto">
Line 7,798 ⟶ 7,737:
</div>
 
====== 16. Underwriting, Acquisition and Insurance Expenses ======
{{Indexing|16. Underwriting, Acquisition and Insurance Expenses|Underwriting, acquisition and insurance expenses, commissions and brokerage, salaries and employee benefits, general and administrative expenses|irxh3hcbqz|kind=prose|order=184|f1=Underwriting, acquisition and insurance expenses|v1=FY25: USD 390.0m|f2=Commissions and brokerage|v2=FY25: USD 190.0m|f3=Salaries and employee benefits|v3=FY25: USD 110.0m|f4=General and administrative expenses|v4=FY25: USD 90.0m}}
 
* ''Underwriting, acquisition and insurance expenses'' were USD 390499.0m9m in 2025, USD 330440.0m in 2024, and USD 270379.0m in 2023 <sup>p. 99</sup>.
** ''Commissions and brokerage'' were USD 190209.0m in 2025, USD 160184.0m in 2024, and USD 130158.0m in 2023 <sup>p. 99</sup>.
** ''Salaries and employee benefits'' were USD 110125.0m in 2025, USD 90110.0m in 2024, and USD 7095.0m in 2023 <sup>p. 99</sup>.
** ''General and administrative expenses'' expenses were USD 90165.0m9m in 2025, USD 80146.0m in 2024, and USD 70126.0m in 2023 <sup>p. 99</sup>.
 
{{Indexing|====== Underwriting, acquisition and insurance expenses|Amortization of policy acquisition costs, other operating and general expenses, total underwriting, acquisition and insurance expenses|irxh3hcbqz|kind=table|order=185}}====
 
<div style="overflow-x:auto">
Line 7,831 ⟶ 7,770:
</div>
 
====== 17. Reinsurance ======
{{Indexing|17. Reinsurance|Reinsurance agreements, funded trust accounts, LPT retroactive reinsurance agreement, reinsurance recoverable from R&Q, ceded reinsurance contracts, deposit asset|20fueoa3q1|tc5fw176pu|kind=prose|order=186|f1=Market value of trust accounts|v1=Dec 31, 2025: $233.5 million|f2=Reinsurance recoverable from R&Q|v2=Dec 31, 2024: $22.7 million|f3=LPT commuted|v3=Jan 31, 2025|f4=Deposit asset|v4=Dec 31, 2025: $22.7 million}}
 
* ''Reinsurance agreements'' areallow usedthe Company to assumewrite andlarger cede premiumsrisks and benefitsmanage loss exposure withwithin otherits insurancecapital companiesresources <sup>p. 100</sup>.
* ''Reinsurance agreements'' increase the Company's capacity to write larger risks and manage loss exposure within its capital resources <sup>p. 100</sup>.
* The Company remains obligated for ceded amounts if reinsurers fail to meet their obligations <sup>p. 100</sup>.
* The Company entered intohas agreements with several reinsurers to establishwhere ''funded trust accounts'' whereare established with the Company isas the sole beneficiary <sup>p. 100</sup>.
* These ''trust accounts'' provide additional security for collecting claim recoverables under reinsurance contracts <sup>p. 100</sup>.
* The Company does not carry these trust accounts on itsthe balance sheet as it only gains custody upon the reinsurer's failure to pay <sup>p. 100</sup>.
* The ''market value of these trust accounts'' was approximately $USD 233.5 million5m at December 31, 2025 <sup>p. 100</sup>.
* The ''trust amount'' will be periodically adjusted by mutual agreement based on claim payments and loss reserve recoverables <sup>p. 100</sup>.
* During Q1 2020, the Company entered into an ''LPT retroactive reinsurance agreement'' with R&Q <sup>p. 100</sup>.
* The ''reinsurance recoverable from R&Q'' was $USD 22.7 million7m at December 31, 2024 <sup>p. 100</sup>.
* The ''LPT'' was commuted effective January 31, 2025, and the Company received the full reinsurance recoverable balance in full <sup>p. 100</sup>.
* Certain ''cededCeded reinsurance contracts'' that transfer only significant timing risk and insufficient underwriting risk are accounted for using the deposit method <sup>p. 100</sup>.
* The Company’s ''deposit asset'' was $USD 22.7 million7m at December 31, 2025, and $USD 25.9 million9m at December 31, 2024 <sup>p. 100</sup>.
* TheThis ''deposit asset'' was included in other assets on the Consolidated Balance Sheets <sup>p. 100</sup>.
 
{{Indexing|====== Premiums and ceded losses and LAE incurred|Direct premiums, assumed premiums, ceded premiums, net premiums, ceded losses and LAE incurred|wpkf9ycgxf|20fueoa3q1|kind=table|order=187}}====
 
<div style="overflow-x:auto">
Line 7,907 ⟶ 7,845:
</div>
 
====== Ceded unpaid losses and LAE ======
{{Indexing|Reinsurance recoverables|Ceded unpaid losses and LAE, ceded paid losses and LAE, loss portfolio transfer, allowance for credit losses, ceded unearned premium|tc5fw176pu|kind=table|order=188}}
 
<div style="overflow-x:auto">
Line 7,941 ⟶ 7,879:
</div>
 
====== 18. Stock Based Compensation ======
{{Indexing|18. Stock Based Compensation|2022 Long-Term Incentive Plan, restricted stock, restricted stock units, performance stock units, stock options, cash-based performance awards, deferral program, Black-Scholes model, volatility, aggregate intrinsic value of options outstanding, weighted-average remaining contractual life of options outstanding|ebig3opk63|kind=prose|order=189|f1=Shares available under 2022 Plan|v1=3,200,656|f2=Deferral program approved|v2=November 2024|f3=Stock options granted to employees|v3=FY23: $4.4 million|f4=Aggregate intrinsic value of options outstanding|v4=Dec 31, 2025: $27.4 million|f5=Weighted-average remaining contractual life of options outstanding|v5=Dec 31, 2025: 7.0 years}}
 
* The ''2022 Long-Term Incentive Plan'' (the "2022 Plan") was approved by the Board of Directors on September 23, 2022, and became effective on January 12, 2023 <sup>p. 101</sup>.
* The ''2022 Plan'' replaced the Company’s prior Long Term Incentive Plan (the "2020 Plan") <sup>p. 101</sup>.
* The ''2022 Plan'' allows for granting restricted stock, restricted stock units, performance stock units, stock options, and cash-based performance awards to select employees and non-employee directors <sup>p. 101</sup>.
* ''3,200,656 shares'' of common stock'' were available for issuance under the 2022 Plan <sup>p. 101</sup>.
* In ''November 2024'', the Compensation Committee approved a program forallowing independent directors to defer settlement of their annual restricted stock units (RSU) awards to the fifth anniversary of the grant date, the tenth anniversary of the grant date, or the date of separation of service from the Company <sup>p. 101</sup>.
* Directors can elect to defer RSU settlement to the fifth anniversary of the grant date, the tenth anniversary of the grant date, or the date of separation of service from the Company <sup>p. 101</sup>.
* This ''deferral program'' was available for Directors who elected in 2024 to defer settlement of their 2025 RSU awards, which vest in 2026 <sup>p. 101</sup>.
* The ''grant date fair value of options'' under the 2022 Plan was determined using the Black-Scholes model, with a contractual term of 10 years less the weighted average service period <sup>p. 101</sup>.
* ''Volatility'' for optionstock valuationoptions'' was based on the historical volatility of comparable publicly traded insurance companies <sup>p. 101</sup>.
* ''Stock options granted to employees'' during the year ended December 31, 2023, were valued at approximately $4.4 million based on the grant date fair value <sup>p. 101</sup>.
* The ''aggregate intrinsic value of options outstanding'' was $27.4 million at December 31, 2025, andwas $27.04 million at December 31, 2024 <sup>p. 101</sup>.
* The ''aggregate intrinsic value of options outstanding'' at December 31, 2024, was $27.0 million <sup>p. 101</sup>.
* The ''weighted-average remaining contractual life of options outstanding'' at December 31, 2025, was 7.0 years <sup>p. 101</sup>.
* The ''fair value of restricted stock and restricted stock units'' under the 2022 Plan for awards granted at the time of the Company’s IPO was the IPO price of $15.00 per share <sup>p. 101</sup>.
* The ''fair value of subsequent grants'' of restricted stock and restricted stock units was equal to the closing stock price on the grant date <sup>p. 101</sup>.
* The ''expense for equity-based incentives'' is based on their fair value at the grant date and amortized over their vesting period <sup>p. 101</sup>.
* ''Restricted stock and restricted stock units granted to employees and the Board of Directors'' were valued at approximately $12.2 million infor 2025, $8.5 million infor 2024, and $17.7 million infor 2023, based on grant date fair value <sup>p. 101</sup>.
* ''Board of Directors members'' were granted 12,579 shares of restricted stock and restricted stock units in 2025, 19,453 shares in 2024, and 23,482 shares in 2023 of restricted stock and restricted stock units, each with a one-year service period of one year <sup>p. 101</sup>.
* The ''total fair value of shares vested'' for employees and Board of Directors members'' was $6.0 million inat December 31, 2025, $3.8 million inat December 31, 2024, and $0.5 million inat December 31, 2023 <sup>p. 101</sup>.
* As of ''December 31, 2025'', the ''total unrecognized compensation cost'' related to non-vested, stock-based compensation awards was $17.4 million <sup>p. 101</sup>.
* The ''weighted average period'' over which the unrecognized compensation cost is expected to be recognized is 1.6 years <sup>p. 101</sup>.
* The ''Company recognized stock-based compensation expense'' of $12.0 million infor 2025, $9.4 million infor 2024, and $8.5 million infor 2023 <sup>p. 101</sup>.
* The ''2022 Employee Stock Purchase Plan'' (the "ESPP") was approved by the Board of Directors on September 23, 2022, and became effective on May 15, 2023 <sup>p. 101</sup>.
* The ''ESPP'' is administered by the Compensation Committee <sup>p. 101</sup>.
* Under the ''ESPP'', employees can elect to have a percentage of their annual base earnings withheld to purchase common stock at two specified intervals each year <sup>p. 101</sup>.
* The ''purchase price of common stock'' under the ESPP is 85% of the lower of its beginning-of-interval or end-of-interval market price <sup>p. 101</sup>.
* The ''Company has reserved 376,548 common shares'' under the ESPP <sup>p. 101</sup>.
* The ''grant date fair value of options under the ESPP'' was determined using the Black-Scholes model, with a term ofequal to the 6-month monthsperiod (between the grant date and the exercisable date) <sup>p. 101</sup>.
* ''Volatility'' for ESPP option valuationoptions'' was based on the historical volatility of comparable publicly traded insurance companies <sup>p. 101</sup>.
* As of ''December 31, 2025, '', a total of 141,845 shares'' had been purchased under the ESPP <sup>p. 101</sup>.
* The ''Company recognized ESPP expense'' of $0.7 million infor 2025 and $0.5 million infor 2024 <sup>p. 101</sup>.
* As of ''December 31, 2025'', the ''fair value of unrecognized ESPP expense'' was $0.3 million <sup>p. 101</sup>.
 
====== Stock and stock units by award payout range ======
{{Indexing|ESPP awards by type and service period|ESPP awards, market condition awards, performance condition awards, service condition awards|ebig3opk63|kind=table|order=190}}
 
<div style="overflow-x:auto">
Line 8,056 ⟶ 7,994:
</div>
 
====== Weighted-average exercise price of stock ======
{{Indexing|Stock option activity|Stock option activity, outstanding stock, forfeited stock|ebig3opk63|kind=table|order=191}}
 
<div style="overflow-x:auto">
Line 8,078 ⟶ 8,016:
</div>
 
{{Indexing|Outstanding====== stock at year-end|Outstanding stock at year-end|ebig3opk63|kind=table|order=192}}====
 
<div style="overflow-x:auto">
Line 8,093 ⟶ 8,031:
</div>
 
{{Indexing|====== Weighted-average grant-date fair value of stock and stock units|Weighted-average grant-date fair value of stock and stock units|kind=table|order=193}}====
 
<div style="overflow-x:auto">
Line 8,166 ⟶ 8,104:
(2) Decreases below the 100% target level are reflected as forfeited.
 
====== 19. Earnings Per Share ======
{{Indexing|19. Earnings Per Share|Basic and diluted net earnings per share, anti-dilutive instruments, common share equivalents of contingently issuable instruments|v7ij6av24f|kind=prose|order=194|f1=Years ended|v1=December 31, 2025, 2024, and 2023}}
 
* The table sets forth the computation of ''basic and diluted net earnings per share'' is set forth for the years ended December 31, 2025, 2024, and 2023 <sup>p. 102</sup>.
* The table presents ''antiAnti-dilutive instruments'' excluded from the calculation of diluted weighted-average common share equivalents are presented for the years ended December 31, 2025, 2024, and 2023 <sup>p. 102</sup>.
* The table presents ''commonCommon share equivalents of contingently issuable instruments'' excluded from basic earnings per share are presented for the years ended December 31, 2025, 2024, and 2023 <sup>p. 102</sup>.
 
{{Indexing|====== Anti-dilutive instruments excluded from diluted weighted-average common share equivalents|Anti-dilutive instruments excluded from diluted weighted-average common share equivalents|kind=table|order=195}}====
 
<div style="overflow-x:auto">
Line 8,253 ⟶ 8,191:
</div>
 
{{Indexing|Stock====== units and options for 2023-2025|Stock units and options|kind =====table|order=196}}
 
<div style="overflow-x:auto">
Line 8,274 ⟶ 8,212:
</div>
 
{{Indexing|Common====== shares for 2023-2025|Common shares|kind =====table|order=197}}
 
<div style="overflow-x:auto">
Line 8,295 ⟶ 8,233:
</div>
 
====== 20. Employee Benefit Plan ======
{{Indexing|20. Employee Benefit Plan|401(k) Plan, Employee Retirement Income Security Act of 1974, discretionary matching contributions|ebig3opk63|kind=prose|order=198|f1=Company matching contributions 2025|v1=USD 3.9m|f2=Company matching contributions 2024|v2=USD 3.2m|f3=Company matching contributions 2023|v3=USD 2.9m}}
 
* The Company sponsors the ''401(k) Plan'' (the “Plan”"Plan"), which is available to substantially all its employees <sup>p. 103</sup>.
* The Plan is subject to provisions of the ''Employee Retirement Income Security Act of 1974'' <sup>p. 103</sup>.
* The Company makesmatches ''discretionary matchingemployee contributions'' toon thea discretionary Planbasis <sup>p. 103</sup>.
* ''Company matchingMatching contributions'' to the Plan were: USD 3.9m in 2025, USD 3.2m in 2024, and USD 2.9m in 2023 <sup>p. 103</sup>.
** ''2025'': USD 3.9m <sup>p. 103</sup>
** ''2024'': USD 3.2m <sup>p. 103</sup>
** ''2023'': USD 2.9m <sup>p. 103</sup>
 
====== Riscom ======
{{Indexing|Riscom|RISCOM, wholesale brokerage services, managing general agency agreement, premiums receivable|1eit26wk5c|kind=prose|order=199|f1=Ownership interest in RISCOM|v1=20%|f2=Premiums receivable December 31, 2025|v2=USD 13.9m|f3=Premiums receivable December 31, 2024|v3=USD 12.6m}}
 
* ''RISCOM'' provides wholesale brokerage services to the Company <sup>p. 104</sup>.
* ''RISCOM and the Company'' have a managing general agency agreement <sup>p. 104</sup>.
* The ''Company'' holds a ''20% ownership interest'' in RISCOM <sup>p. 104</sup>.
* ''Premiums receivable'' as of December 31, 2025, were USD 13.9m <sup>p. 104</sup>.
* ''Premiums receivable'' as of December 31, 2024, were USD 12.6m <sup>p. 104</sup>.
 
{{Indexing|Premiums====== receivable and commissions|Premiums receivable, commissions|kind=table|order=200}}====
 
<div style="overflow-x:auto">
Line 8,334 ⟶ 8,269:
</div>
 
====== Other ======
{{Indexing|Other|Advisory and professional services fees, expense reimbursements, affiliated stockholders, directors|1eit26wk5c|kind=prose|order=201|f1=Advisory and professional services fees 2025|v1=USD 0.6m|f2=Advisory and professional services fees 2024|v2=USD 0.6m|f3=Advisory and professional services fees 2023|v3=USD 3.6m}}
 
* ''Advisory and professional services fees and expense reimbursements'' paid to affiliated stockholders and directors were USD 0.6m for the years ended December 31, 2025 and 2024 <sup>p. 105</sup>.
Line 8,340 ⟶ 8,275:
* For investments involving affiliated companies and additional related party transactions, refer to Notes 5, 6, and 11 <sup>p. 105</sup>.
 
====== Litigation ======
{{Indexing|Litigation|Legal actions, claims under insurance policies and contracts, bad faith claims, disputes with third parties, alleged errors and omissions|nad00g0zfb|kind=prose|order=202}}
 
* The Company is involveda party in various legal actions stemmingrelated fromto claims under insurance policies and contracts <sup>p. 106</sup>.
* These legal actions are factored into the Company'sconsidered estimationwhen ofestimating losses and loss adjustment expense reserves <sup>p. 106</sup>.
* The Company is occasionallyalso a defendant in legal actions related toconcerning bad faith claims, disputes with third parties, or alleged errors and omissions <sup>p. 106</sup>.
* Accruals for these items are recorded when losses are probable and reasonably estimable <sup>p. 106</sup>.
* Based on currentpresent information, available insurance coverage, and advice from outside legal counsel, the Company believes the resolution of these matters will not individuallymaterially oradversely in aggregate have a material adverse effect onaffect its consolidated financial position, results of operations, or cash flows, individually or in the aggregate <sup>p. 106</sup>.
 
====== Indemnification ======
{{Indexing|Indemnification|Indemnifications, sale of business assets and subsidiaries, typical representations and warranties, performance responsibilities|wugbjvah7b|kind=prose|order=203}}
 
* The Company has provided ''indemnifications'' to certain buyers in conjunction with the sale of business assets and subsidiaries <sup>p. 107</sup>.
* TheseCertain indemnifications cover ''typical representations and warranties'' related to performancethe responsibilities to perform under the sales contracts <sup>p. 107</sup>.
* The ''potential exposure'' fromcovered by these indemnifications is difficult to determine due to the variety of matters, operations, and scenarios covered <sup>p. 107</sup>.
* Certain indemnifications have ''no time limit'' <sup>p. 107</sup>.
* The Company currently ''does not believe'' any significant claims exist related to these indemnifications <sup>p. 107</sup>.
 
====== 23. Statutory Accounting Principles and Regulatory Matters ======
{{Indexing|23. Statutory Accounting Principles and Regulatory Matters|Statutory Accounting Principles, regulatory matters, statutory net income, statutory capital and surplus, GMIC, HSIC, IIC, OSIC, dividend payments, Texas state law, Risk Based Capital (RBC) requirements, National Association of Insurance Commissioners (NAIC)|1nma8v7gjs|997lhpef9j|f7q5tvbfqm|cmtswfs0go|kind=prose|order=204|f1=Statutory net income 2025|v1=$159.1 million|f2=Statutory net income 2024|v2=$108.2 million|f3=Statutory net income 2023|v3=$73.1 million|f4=Statutory capital and surplus December 31, 2025|v4=$872.0 million|f5=Statutory capital and surplus December 31, 2024|v5=$710.6 million|f6=Lead insurance company|v6=GMIC|f7=GMIC domicile|v7=Texas}}
 
* ''Statutory net income'' was $159.1 million for 2025, $108.2 million for 2024, and $73.1 million for 2023 <sup>p. 108</sup>.
Line 8,364 ⟶ 8,299:
* IIC became a wholly owned subsidiary of HSIC <sup>p. 108</sup>.
* OSIC became a wholly owned subsidiary of IIC <sup>p. 108</sup>.
* ''Dividend payments'' from GMIC to the Company from GMIC are restricted by Texas state law, requiring regulatory approval for amounts exceeding certain limitsamounts <sup>p. 108</sup>.
* The maximum amount of dividends GMIC can pay without prior approval is subject to restrictions related to policyholder surplus, net income, and dividends declared or distributed in the preceding 12 months <sup>p. 108</sup>.
* As of December 31, 2025, GMIC, domiciled in Texas, is restricted to paying dividends that areof the greater of ten percent10% of prior year-end capital and surplus or prior year net income <sup>p. 108</sup>.
* GMIC did not declare or pay any dividend during the year ended December 31, 2025 <sup>p. 108</sup>.
* HSIC did not declare or pay any dividends during the year ended December 31, 2024 <sup>p. 108</sup>.
* Property and casualty insurance companies are subject to ''Risk Based Capital (RBC) requirements'' specified by the National Association of Insurance Commissioners (NAIC) <sup>p. 108</sup>.
* RBC requirements dictate thatdetermine the amount of capital and surplus maintained by an insurer should be based on its various risk factors <sup>p. 108</sup>.
* As of December 31, 2025, and 2024, GMIC’s statutory capital and surplus substantially exceeded the regulatory RBC requirements <sup>p. 108</sup>.
 
====== 24. Subsequent Events ======
{{Indexing|24. Subsequent Events|Subsequent events, Apollo Majority SPAs, Apollo Group Holdings Limited, acquisition of Apollo, ASC 805|ogfk3mnpww|c5r2rmwxo6|kind=prose|order=205|f1=Acquisition date|v1=January 1, 2026|f2=Acquisition consideration|v2=USD 555.0 million|f3=Acquired company|v3=Apollo Group Holdings Limited|f4=Acquired stake|v4=87%}}
 
* On ''September 2, 2025'', the Company entered into two share purchase agreements (the "Apollo Majority SPAs") with institutional and management shareholders (the "Majority Sellers") of Apollo Group Holdings Limited ("Apollo"), referred to as the Majority Sellers <sup>p. 109</sup>.
* Pursuant to the Apollo Majority SPAs, the Company agreed to acquire allapproximately ''87%'' of the issued sharesshare capital of Apollo held by the Majority Sellers, representing approximately 87% of Apollo's issued share capital <sup>p. 109</sup>.
* ClosingThe closing of the transaction ("Closing") was conditioned uponon the Company acquiring ''100%'' of Apollo's issued share capital (the "Acquisition") at Closing, viathrough additional short-form share purchase agreements with the remaining minority shareholders <sup>p. 109</sup>.
* On ''January 1, 2026'', the Company completed the acquisition for an aggregate consideration of approximately USD ''$555.0 million'', payablepaid in a combination of cash and newly issued shares of the Company’sCompany's common stock <sup>p. 109</sup>.
* The acquisition closed shortly before the issuance of these consolidated financial statements, so the initial accounting under ASC 805 is not yet complete <sup>p. 109</sup>.
* The Company is obtaining and evaluating information to determine identifiable assets acquired, liabilities assumed, and any resulting goodwill or intangible assets <sup>p. 109</sup>.
* Required purchase accounting disclosures will be provided in future filings once available <sup>p. 109</sup>.
* The Company evaluated subsequent events from ''December 31, 2025'', through the date these consolidated financial statements were issued and didfound not identify anyno additional subsequent events requiring disclosure <sup>p. 109</sup>.
 
== Controls and Procedures ==
 
====== Evaluation of Disclosure Controls and Procedures ======
{{Indexing|Evaluation of Disclosure Controls and Procedures|Disclosure controls and procedures, Securities Exchange Act of 1934, principal executive officer, principal financial officer|l96bfbct4s|kind=prose|order=206|f1=Effectiveness December 31, 2025|v1=effective at the reasonable assurance level}}
 
* ''Management, including the principal executive officer and principal financial officer, evaluated the effectivenessevaluation'' of disclosure controls and procedures was conducted as of the end of the period covered by this Annual Report on Form 10-K, with participation from the principal executive officer and principal financial officer <sup>p. 110</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. 110</sup>.
* ''Conclusion'': As of December 31, 2025, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level <sup>p. 110</sup>.
* Management acknowledges that any controls and procedures can only provide reasonable assurance of achieving their objectives, and judgment is applied in evaluating the cost-benefit relationship of controls and procedures <sup>p. 110</sup>.
* Management applies judgment in evaluating the cost-benefit relationship of potential controls and procedures <sup>p. 110</sup>.
 
{{Indexing|====== Management’s Report on Internal Control over Financial Reporting|Internal control over financial reporting, Securities Exchange Act of 1934, generally accepted accounting principles|l96bfbct4s|kind=prose|order=207}}====
 
* ''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, as amended <sup>p. 111</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 generally accepted accounting principles in the United States of America <sup>p. 111</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. 111</sup>.
* ''Internal control over financial reporting'' includes policies and procedures that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are made only in accordance with authorizations of management and directors' authorizations <sup>p. 111</sup>.
* ''Internal control over financial reporting'' includes policies and procedures that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements <sup>p. 111</sup>.
 
====== Remediation of Material Weakness in Internal Control Over Financial Reporting ======
{{Indexing|Remediation of Material Weakness in Internal Control Over Financial Reporting|Material weakness, internal control over financial reporting, information technology general controls (ITGCs), IT compliance oversight function, Audit Committee, Chief Executive Officer, Chief Financial Officer, Committee of Sponsoring Organizations of the Treadway Commission|l96bfbct4s|kind=prose|order=208|f1=Material weakness December 31, 2024|v1=ineffective implementation of information technology general controls (ITGCs) in user access for systems supporting financial reporting processes|f2=Effectiveness December 31, 2025|v2=effective at a reasonable assurance level|f3=Framework|v3=Committee of Sponsoring Organizations of the Treadway Commission in the Internal Control — Integrated Framework (2013 Framework)}}
 
* ''MaterialManagement weakness''concluded inthat its internal control over financial reporting was identifiednot effective as of December 31, 2024, relateddue to ineffective implementation of information technology general controls (ITGCs) in user access for systems supporting financial reportingmaterial processesweaknesses <sup>p. 112</sup>.
* 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. 112</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. 112</sup>.
* During the year ended December 31, 2025, management took actions to remediate internal control deficiencies <sup>p. 112</sup>.
* Remediation actions included enhancing the IT compliance oversight function and expanding the team with ITGC design and implementation experience <sup>p. 112</sup>.
* A training program addressing ITGCs and policies was developed, educating control owners on principles and requirements <sup>p. 112</sup>.
* Procedures were implemented to develop and maintain documentation of underlying ITGCs to promote knowledge transfer upon IT personnel and function changes <sup>p. 112</sup>.
* An IT management review and testing procedures were implemented to monitor ITGCs <sup>p. 112</sup>.
* Quarterly reporting on remediation measures was provided to the Audit Committee of the board of directors <sup>p. 112</sup>.
* Management believes the measures described have remediated the previously identified material weakness and concluded that ''internal control over financial reporting'' was effective at a reasonable assurance level as of December 31, 2025 <sup>p. 112</sup>.
* TheManagement assessmentconcluded of effectiveness ofthat internal control over financial reporting aswas ofeffective Decemberat 31,a 2025,reasonable wasassurance conductedlevel under the supervision and participationas of seniorDecember management31, including the Chief Executive Officer and Chief Financial Officer2025 <sup>p. 112</sup>.
* The assessment of internal control over financial reporting as of December 31, 2025, was conducted under the supervision and with the participation of senior management, including the Chief Executive Officer and Chief Financial Officer <sup>p. 112</sup>.
* The assessment used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the Internal Control — Integrated Framework (2013 Framework) <sup>p. 112</sup>.
* Based on this assessment, management concluded that ''internal control over financial reporting'' was effective as of December 31, 2025 <sup>p. 112</sup>.
* The effectiveness of internal control over financial reporting as of December 31, 2025, washas been audited by Ernst & Young, LLP, the Company’s independent registered public accounting firm <sup>p. 112</sup>.
* ErnstThe &audit Young,opinion LLP'sis reportincluded isin the report titled “Report of Independent Registered Public Accounting Firm-Opinion on Internal Control over Financial Reporting” <sup>p. 112</sup>.
 
{{Indexing|====== Changes in Internal Control over Financial Reporting|Internal control over financial reporting, material weakness, Exchange Act|l96bfbct4s|kind=prose|order=209}}====
 
* No change in internal control over financial reporting was identifiedoccurred during the year ended December 31, 2025, inthat connectionmaterially withaffected theor evaluationare requiredreasonably bylikely Ruleto 13a-15(d)materially andaffect 15d-15(d) of the Exchange Actit, except for the remediation of the material weakness identified in 2024 <sup>p. 113</sup>.
* These changes have not materially affected, nor are they reasonably likely to materially affect, the company's internal control over financial reporting <sup>p. 113</sup>.
 
{{Indexing|====== Limitations on Effectiveness of Controls and Procedures|Disclosure controls and procedures, control objectives, resource constraints|l96bfbct4s|kind=prose|order=210}}====
 
* Management acknowledges that disclosure controls and procedures, regardlesseven ofwhen their designwell-designed and operationoperated, offercan only offer reasonable assurance of achieving control objectives <sup>p. 114</sup>.
* The design of disclosure controls and procedures must consider resource constraints <sup>p. 114</sup>.
* Management must exerciseuse judgment into assessingevaluate the benefits of potential controls and procedures against their associated costs <sup>p. 114</sup>.
 
== Other Information ==
 
* NoDuring the quarter ended December 31, 2025, none of the company's directors or officers adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2025 <sup>p. 115</sup>.
 
== Directors, Executive Officers and Corporate Governance ==
 
* The information required by Item 10 of Form 10-K will be included in the company's 2026 Proxy Statement and is incorporated by reference <sup>p. 116</sup>.
 
== 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. 117</sup>.
 
== 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 company's 2026 Proxy Statement and is incorporated by reference <sup>p. 118</sup>.
 
== Certain Relationships and Related Transactions, and Director Independence ==
 
* InformationThe information required by Item 13 of Form 10-K will be included in the 2026 Proxy Statement and is incorporated herein by reference herein <sup>p. 119</sup>.
 
== Principal Accounting Fees and Services ==
 
* TheOur independent registered public accounting firm is Ernst & Young LLP, located in Houston, Texas <sup>p. 120</sup>.
* The Auditor Firm ID is 42 <sup>p. 120</sup>.
* InformationThe information required by Item 14 of Form 10-K will be included in theour 2026 Proxy Statement and is incorporated herein by reference <sup>p. 120</sup>.
 
== Exhibits, Financial Statement Schedules. ==
 
* The ''consolidated financialFinancial statements'' of the Company are filed as part of this Form 10-K and are included in Item 8 <sup>p. 121</sup>.
* The ''financial statements'' include the Report of Independent Registered Public Accounting Firm'' is included <sup>p. 121</sup>.
* The ''financialConsolidated statementsBalance Sheets'' includeare Consolidated Balance Sheetsprovided as of December 31, 2025 and 2024 <sup>p. 121</sup>.
* The ''financial statements'' include Consolidated Statements of Operations and Comprehensive Income (loss)'' are provided for the three years in the periods ended December 31, 2025, 2024, and 2023 <sup>p. 121</sup>.
* The ''financial statements'' include Consolidated Statements of Stockholders’ Equity'' are provided for the three years in the period ended December 31, 2025, 2024, and 2023 <sup>p. 121</sup>.
* The ''financial statements'' include Consolidated Statements of Cash Flows'' are provided for the three years in the period ended December 31, 2025, 2024, and 2023 <sup>p. 121</sup>.
* A ''listingListing of exhibitsExhibits'' is providedincluded <sup>p. 121</sup>.
* Items marked with an asterisk (*) are filed herewith <sup>p. 121</sup>.
* Items marked with a plus (+) indicate a management contract or compensatory plan or arrangement <sup>p. 121</sup>.
 
====== Exhibits, financial statement schedules ======
{{Indexing|Exhibits, financial statement schedules|Exhibits, financial statement schedules, Summary of Investments, Financial Information of Registrant, Supplementary Reinsurance Information, Valuation and Qualifying Accounts, Supplementary Information Concerning Property — Casualty Insurance Operations|t53unsd9lu|kind=table|order=211}}
 
<div style="overflow-x:auto">
Line 8,497 ⟶ 8,434:
</div>
 
====== Exhibit numbers and descriptions ======
{{Indexing|Exhibit numbers and descriptions|Exhibit numbers and descriptions, Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Amended and Restated Stockholders’ Agreement, Description of Capital Stock, Share Purchase and Award Agreement, 2016 Equity Incentive Program, 2020 Long Term Incentive Plan|t53unsd9lu|kind=table|order=212}}
 
<div style="overflow-x:auto">
Line 8,536 ⟶ 8,473:
</div>
 
====== Exhibit numbers and descriptions ======
{{Indexing|Exhibit numbers and descriptions|Exhibit numbers and descriptions, Form of Restricted Stock Agreement, Form of Nonstatutory Stock Option Agreement, Form of Incentive Stock Option Agreement, Form of Performance-Based Restricted Stock Units Agreement, Performance Unit Agreement|t53unsd9lu|kind=table|order=213}}
 
<div style="overflow-x:auto">
Line 8,602 ⟶ 8,539:
</div>
 
====== Exhibit numbers and descriptions ======
{{Indexing|Exhibit numbers and descriptions|Exhibit numbers and descriptions, Guaranty Agreement, Advances and Security Agreement, Form of Severance Agreement, Amendment No. 2 to Employment Agreement, Amended Form of Restricted Stock Unit (Executives) Agreement, Amended Form of the Restricted Stock Unit (Others) Agreement|t53unsd9lu|kind=table|order=214}}
 
<div style="overflow-x:auto">
Line 8,662 ⟶ 8,599:
</div>
 
====== Exhibit numbers and descriptions ======
{{Indexing|Exhibit numbers and descriptions|Exhibit numbers and descriptions, First Amendment, Skyward Specialty Insurance Securities Trading Policy, List of Subsidiaries, Consent of Ernst & Young LLP, Certification of Principal Executive Officer, Certification of Principal Financial and Accounting Officer|t53unsd9lu|kind=table|order=215}}
 
<div style="overflow-x:auto">
Line 8,707 ⟶ 8,644:
</div>
 
====== Fixed maturity securities ======
{{Indexing|Fixed maturity securities by type|Fixed maturity securities by type, U.S. government securities, corporate securities, municipal securities, residential mortgage-backed securities, commercial mortgage-backed securities, other asset-backed securities|kind=table|order=216}}
 
<div style="overflow-x:auto">
Line 8,803 ⟶ 8,740:
</div>
 
====== Assets ======
{{Indexing|Assets as of December 31|Assets, liabilities, stockholders' equity, investments, cash, deferred income taxes, goodwill, intangible assets, accounts payable, accrued liabilities, notes payable, subordinated debentures|1f87rdfb5o|elseqv5tt7|offa7is5x7|kind=table|order=217}}
 
<div style="overflow-x:auto">
Line 8,888 ⟶ 8,825:
</div>
 
====== (parent company) ======
{{Indexing|(parent company)|Parent company financial statements|1smvf6a29l|kind=prose|order=218}}
 
* See accompanying notes to financial statements <sup>p. 122</sup>.
 
====== Revenues and expenses ======
{{Indexing|Revenues and expenses for years ended December 31|Revenues, expenses, net investment income, net investment gains (losses), operating expenses, interest expense, amortization expense|ed0t39ch3f|jpoeftv18u|irxh3hcbqz|kind=table|order=219}}
 
<div style="overflow-x:auto">
Line 8,981 ⟶ 8,918:
</div>
 
====== Schedule ii — statements of cash flows (parent company) ======
{{Indexing|Schedule ii — statements of cash flows (parent company)|Cash flows, operating activities, investing activities, financing activities, net increase in cash and cash equivalents|cs6p6hop55|1smvf6a29l|kind=prose|order=220|f1=Cash provided by operating activities|v1=USD 100,000 for the year ended December 31, 2023|f2=Cash used in investing activities|v2=USD 100,000 for the year ended December 31, 2023|f3=Cash provided by financing activities|v3=USD 0 for the year ended December 31, 2023|f4=Net increase in cash and cash equivalents|v4=USD 0 for the year ended December 31, 2023|f5=Cash and cash equivalents at beginning of period|v5=USD 0 for the year ended December 31, 2023|f6=Cash and cash equivalents at end of period|v6=USD 0 for the year ended December 31, 2023}}
 
* ''CashNet cash provided by operating activities'' was USD 100,000 for the year ended December 31, 2023 <sup>p. 123</sup>.
* ''CashNet usedcash inprovided investingby operating activities'' was USD 100,000 for the year ended December 31, 20232022 <sup>p. 123</sup>.
* ''CashNet cash provided by financingoperating activities'' was USD 0100,000 for the year ended December 31, 20232021 <sup>p. 123</sup>.
* ''Net increasecash used in cash and cashinvesting equivalentsactivities'' was USD 0100,000 for the year ended December 31, 2023 <sup>p. 123</sup>.
* ''Cash andNet cash equivalentsused atin beginninginvesting of periodactivities'' werewas USD 0100,000 for the year ended December 31, 20232022 <sup>p. 123</sup>.
* ''Cash andNet cash equivalentsused atin endinvesting of periodactivities'' werewas USD 0100,000 for the year ended December 31, 20232021 <sup>p. 123</sup>.
* ''CashNet providedcash byused operatingin financing activities'' was USD 100,000 for the year ended December 31, 20222023 <sup>p. 123</sup>.
* ''CashNet cash used in investingfinancing activities'' was USD 100,000 for the year ended December 31, 2022 <sup>p. 123</sup>.
* ''CashNet providedcash byused in financing activities'' was USD 0100,000 for the year ended December 31, 20222021 <sup>p. 123</sup>.
* ''Net increase (decrease) in cash and cash equivalents'' was USD 0100,000 for the year ended December 31, 20222023 <sup>p. 123</sup>.
* ''CashNet andincrease cash(decrease) equivalentsin atcash beginningand ofcash periodequivalents'' werewas USD 0100,000 for the year ended December 31, 2022 <sup>p. 123</sup>.
* ''CashNet andincrease cash(decrease) equivalentsin atcash endand ofcash periodequivalents'' werewas USD 0100,000 for the year ended December 31, 20222021 <sup>p. 123</sup>.
* ''Cash providedand bycash operatingequivalents activitiesat beginning of period'' was USD 100,000 for the year ended December 31, 20212023 <sup>p. 123</sup>.
* ''Cash usedand incash investingequivalents activitiesat beginning of period'' was USD 100,000 for the year ended December 31, 20212022 <sup>p. 123</sup>.
* ''Cash providedand bycash financingequivalents activitiesat beginning of period'' was USD 0100,000 for the year ended December 31, 2021 <sup>p. 123</sup>.
* ''Net increase in cashCash and cash equivalents at end of period'' was USD 0100,000 for the year ended December 31, 20212023 <sup>p. 123</sup>.
* ''Cash and cash equivalents at beginningend of period'' werewas USD 0100,000 for the year ended December 31, 20212022 <sup>p. 123</sup>.
* ''Cash and cash equivalents at end of period'' werewas USD 0100,000 for the year ended December 31, 2021 <sup>p. 123</sup>.
 
====== Cash flows ======
{{Indexing|Cash flows for years ended December 31|Cash flows, operating activities, investing activities, net income, intangible assets, goodwill, capital contributions to subsidiaries, distributions from investment in subsidiaries, short-term investments|cs6p6hop55|kind=table|order=221}}
 
<div style="overflow-x:auto">
Line 9,116 ⟶ 9,053:
</div>
 
====== Notes to Financial Statements ======
{{Indexing|Notes to Financial Statements|Intercompany Loan Promissory Note, Skyward Specialty, Houston Specialty Insurance Company (HSIC), Skyward Specialty No. 1 Limited Company, Lloyd’s syndicates|1eit26wk5c|1smvf6a29l|kind=prose|order=222|f1=Intercompany Loan Promissory Note date|v1=September 30, 2024|f2=Intercompany Loan Promissory Note parties|v2=Skyward Specialty, Houston Specialty Insurance Company (HSIC)|f3=Amount borrowed|v3=USD 57.0 million|f4=Interest rate|v4=4.00%|f5=New subsidiary|v5=Skyward Specialty No. 1 Limited Company|f6=Skyward Specialty No. 1 Limited Company type|v6=UK company authorized as a Lloyd’s corporate member}}
 
* ''IntercompanyOn LoanSeptember Promissory30, Note''2024, wasSkyward Specialty entered into byan SkywardIntercompany SpecialtyLoan Promissory Note with Houston Specialty Insurance Company (HSIC) on September 30, 2024 <sup>p. 124</sup>.
* ''Under the Promissory Note, Skyward Specialty borrowed '' USD $57.0 million'' from HSIC under the Promissory Note <sup>p. 124</sup>.
* ''Interest'' on the Promissory Note is payable monthly at a fixed annual rate of 4.00% <sup>p. 124</sup>.
* The ''Principalprincipal'' of the Promissory Note is due at the maturity date <sup>p. 124</sup>.
* There are ''Prepaymentno prepayment penalties'' are not applicableassociated towith the Promissory Note <sup>p. 124</sup>.
* ''CollateralNo collateral'' was not providedgiven as security for the payment of the Promissory Note <sup>p. 124</sup>.
* ''During the year ended December 31, 2024, Skyward Specialty provided funds'' for a new subsidiary, ''Skyward Specialty No. 1 Limited Company, during the year ended December 31, 2024'' <sup>p. 124</sup>.
* ''Skyward Specialty No. 1 Limited Company'' is a ''UK company'' authorized as a Lloyd’s corporate member to invest in Lloyd’s syndicates <sup>p. 124</sup>.
* The purpose of Skyward Specialty No. 1 Limited Company is to ''invest in Lloyd’s syndicates'' <sup>p. 124</sup>.
 
{{Indexing|====== Financial Instruments Disclosed, But Not Carried, At Fair Value|Promissory Note, fair value, income approach, observable inputs, financial instruments, insurance-related products|di0lc3m1jj|bhnpa5y4f0|kind=prose|order=223|f1=Promissory Note classification|v1=Level 2 in the fair value hierarchy}}==
 
* The ''Promissory Note'' betweenfair value Skywardwas Specialtydetermined andusing HSICthe isincome includedapproach inwith notesobservable payableinputs <sup>p. 125</sup>.
* Skyward Specialty determined the ''fair value'' of the Promissory Note using the income approach with observable inputs <sup>p. 125</sup>.
* The ''Promissory Note'' is classified as Level 2 in the fair value hierarchy <sup>p. 125</sup>.
* ''Other financial instruments'' are exempt from fair value disclosure requirements as they qualify as insurance-related products <sup>p. 125</sup>.
 
====== Promissory note classified as level 2 ======
{{Indexing|Notes payable and promissory note|Notes payable, promissory note, carrying value, fair value|bhnpa5y4f0|b3bc9gy5x7|kind=table|order=224}}
 
<div style="overflow-x:auto">
Line 9,162 ⟶ 9,099:
</div>
 
====== Gross, ceded, assumed, and net amounts ======
{{Indexing|Gross, ceded, assumed, and net amounts|Gross amount, ceded to other companies, assumed from other companies, net amount, Accident & Health, Property & Casualty|wpkf9ycgxf|20fueoa3q1|kind=table|order=225}}
 
<div style="overflow-x:auto">
Line 9,224 ⟶ 9,161:
</div>
 
====== Valuation allowance for deferred tax assets ======
{{Indexing|Valuation allowances and allowances for uncollectible amounts|Valuation allowances, deferred tax assets, uncollectible reinsurance recoverable, uncollectible premiums receivable, ASU 2016-13|kmocop7wiu|tc5fw176pu|wpkf9ycgxf|kind=table|order=226}}
 
<div style="overflow-x:auto">
Line 9,305 ⟶ 9,242:
</div>
 
====== Deferred policy acquisition costs and reserves ======
{{Indexing|Deferred policy acquisition costs and reserves|Deferred policy acquisition costs, reserve for losses and loss adjustment expenses, unearned premiums, net earned premium, net investment income, losses and loss adjustment expenses, amortization of policy acquisition costs, paid claims and claim adjustment expenses|or43xxg565|rmmhubj8mh|wpkf9ycgxf|jpoeftv18u|drz6uloidk|kind=table|order=227}}
 
<div style="overflow-x:auto">
Line 9,382 ⟶ 9,319:
(2) Amount does not include gain on retroactive reinsurance which is included in losses and loss adjustment expenses presented on the Consolidated Statements of Operations.
 
====== Signatures ======
{{Indexing|Signatures|Registrant, Section 13, Section 15(d), Securities Exchange Act of 1934|t53unsd9lu|kind=prose|order=228}}
 
* ThisThe report was signed on behalf of the registrant by duly authorized individuals, pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 <sup>p. 126</sup>.
* ThisThe report was signed by the indicatedfollowing persons on behalf of the Registrant, in theirthe capacities, and on the dates indicated, pursuant to the requirements of the Securities Exchange Act of 1934 <sup>p. 126</sup>.
 
====== Signatures on behalf of the registrant ======
{{Indexing|Registrant's signature and date|Registrant's signature, Andrew Robinson, Chairman and Chief Executive Officer|t53unsd9lu|i3be5prevc|kind=table|order=229}}
 
<div style="overflow-x:auto">
Line 9,401 ⟶ 9,338:
|}
</div>
 
{{Indexing|Signatures, titles, and dates|Signatures, titles, dates, Andrew Robinson, Mark Haushill, Gena Ashe, Robert Creager, Marcia Dall, James Hays|t53unsd9lu|i3be5prevc|kind=table|order=230}}
 
<div style="overflow-x:auto">