UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of ~~The~~the Securities Exchange Act of 1934

Date of Report (~~date~~Date of earliest event reported): February 2326, 2026 (February 25, 2026)

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Skyward Specialty Insurance Group, Inc.

(Exact name of registrant as specified in its charter)

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Delaware(State or other jurisdiction of incorporation or organization)	001-41591(Commission File Number)	14-1957288(I.R.S. Employer Identification Number)
800 Gessner Road, Suite 600Houston, Texas		77024-4284
(Address of principal executive offices and zip code)		(Zip Code)
(Address of principal executive offices)		(Zip Code)
(713) 935-4800
(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01	SKWD	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 25.02. Departure ~~Results~~of Directors or Certain Officers; Election of ~~Operations~~Directors; ~~and~~Appointment ~~Financial~~of ~~Condition~~Certain Officers; Compensator Arrangements of Certain Officers.

On February 23 25, 2026, the Board of Directors (the “Board”) of Skyward Specialty Insurance Group, Inc. (the “Company”) ~~issued~~approved athe ~~press~~form ~~release~~of ~~announcing~~executive employment agreement (the ~~results~~“Form Agreement”) to be entered into from time to time with the executive officers of the Company, at the discretion of the Board. The Form Agreement provides, among other things, the executive’s ~~operations~~annual ~~for~~base ~~the~~salary ~~quarter~~and target bonus amount, each subject to review and ~~fiscal~~adjustment ~~period~~at ~~ended~~least ~~December 31,~~annually ~~2025~~by the Board or a committee thereof. Also ~~The~~on ~~press~~February ~~release~~25, is2026, ~~furnished~~the asCompany ~~Exhibit~~entered ~~99.1~~into tothe ~~this~~Form ~~Report~~Agreement with Andrew Robinson, Chairman and isChief ~~hereby~~Executive ~~incorporated~~Officer byof ~~reference~~the inCompany, ~~this~~and ~~Item~~John 2Burkhart, President, U.02S. Property and Casualty of the Company.

AsThe ~~provided~~Form Agreement provides benefits in ~~General~~connection ~~Instruction~~with Ba termination of the executive’s employment under specified circumstances.2 Under the terms of the Form ~~8-K~~Agreement, if the ~~information~~Company ~~and~~terminates ~~exhibits~~the ~~contained~~executive’s employment other than for “cause” or the executive terminates his or her employment for “good reason” (each as defined in ~~this~~the Form ~~8-K~~Agreement), ~~shall~~the ~~not~~executive will be ~~deemed~~entitled to bereceive, ~~“filed”~~subject ~~for~~to ~~purposes~~his or her timely execution and non-revocation of ~~Section~~a 18separation agreement and release of claims in a form reasonably satisfactory to the ~~Securities~~Company ~~Exchange~~and ~~Act~~his ofor ~~1934,~~her ascontinued ~~amended~~adherence to the restrictive covenants in the Form Agreement, ~~nor~~(i) ~~shall~~severance ~~they~~payments bein ~~deemed~~an amount equal to behis ~~incorporated~~or byher ~~reference~~then-current base salary for a period of 12 months payable in accordance with our regularly scheduled payroll; (ii) the pro rata amount such executive’s target bonus based on the date of effective date of termination; (iii) reimbursements for the executive’s and his or her eligible dependents’ COBRA premiums for up to 12 months; and (iv) the acceleration of any ~~filing~~unvested ~~under~~equity awards granted after the ~~Securities~~effective ~~Act~~date of ~~1933~~the agreement, aswith ~~amended~~any equity awards eligible to vest based on satisfaction of performance goals (the “PSUs”) by using the actual performance for any measurement periods completed on or prior to the termination date and deemed target performance achievement for any measurement period that is not completed prior to the termination date, ~~except~~and assuch applicable number of PSUs shall be ~~expressly~~deemed ~~set~~vested ~~forth~~as byof ~~specific~~the ~~reference~~termination date based on such applicable average of the deemed and attained performance level for such periods with the same weighting applied to all measurement periods in such aaveraging ~~filing~~calculation., as determined by the Board in its discretion.

~~Forward-Looking~~In ~~Statements~~addition, if employment terminates as a result of a modified qualifying retirement (as defined in the Form Agreement), the executive shall be entitled to continued vesting for any equity awards granted after the effective date. If employment terminates as a result of a qualifying retirement (as defined in the Form Agreement), the executive shall be entitled to continued vesting of a pro rata portion of any equity awards granted after the effective date, as provided in the equity award agreement.

~~Statements~~The ~~made in this Current Report on~~ Form ~~8-K,~~Agreement ~~other~~includes ~~than~~a ~~those concerning historical information, should be considered forward~~non-~~looking~~competition ~~statements~~provision ~~pursuant~~prohibiting to the ~~safe~~executive ~~harbor~~from ~~provisions~~engaging ofin ~~the~~a ~~Securities~~competing ~~Exchange~~business ~~Act~~during ofthe ~~1934~~term and ~~the~~for ~~Private~~two ~~Securities~~years ~~Litigation~~following ~~Act~~separation of ~~1995~~employment. ~~These~~The ~~forward-looking~~Form ~~statements~~Agreement ~~involve~~also ~~risks~~includes ~~and~~a ~~uncertainties~~non-solicitation ~~and~~provision ~~are~~prohibiting ~~based on~~ the ~~beliefs~~executive ~~and~~from ~~assumptions~~soliciting offor ~~management~~employment ~~and~~or onas ~~the~~a ~~information~~consultant ~~available~~for totwelve ~~management~~months atfollowing ~~the~~separation ~~time~~of ~~that~~employment ~~this~~any ~~report~~employee ~~was~~or ~~prepared.~~consultant ~~These~~of ~~statements can be identified by~~ the ~~use of words like “expect~~Company,” ~~“anticipate,”~~including “estimate,” and “believe,” variations of these words and other similar expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those inengaged within the ~~forward-looking~~twelve ~~statements.~~months ~~Factors~~prior ~~that might cause such a difference include, but are not limited~~ to, ~~changes in interest rate environment, management~~executive’s ~~business strategy, national, regional, and local market conditions and legislative and regulatory conditions~~termination.

Item 9.01.						Financial Statements and Exhibits
(d)						Exhibits

Mr. Robinson’s agreement, effective April 1, 2026, provides, for an annualized base salary of not less than $1,100,000, an annual bonus target of 150% of his then current base salary and an annual long term equity award with a grant date fair value of not less than $4,000,000, in such form and with such vesting conditions or achievement of performance criteria as determined by the Board or a committee thereof. Notwithstanding the foregoing, the Board (or its Compensation Committee) shall determine in its sole discretion whether to grant an annual award.

Exhibit No.						Description
99.1						Press Release dated February 23, 2026
104.1						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Mr. Burkhart’s agreement, effective January 1, 2026, provides, for an annualized base salary of not less than $600,000, an annual bonus target of 100% of his then current base salary and an annual long term equity award with a grant date fair value of not less than $1,000,000, in such form and with such vesting conditions or achievement of performance criteria as determined by the Board or a committee thereof. Notwithstanding the foregoing, the Board (or its Compensation Committee) shall determine in its sole discretion whether to grant an annual award.

The foregoing description of the Form Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement. A copy of the Form Agreement will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description of Exhibits
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SKYWARD SPECIALTY INSURANCE GROUP, INC.

Date:

February 2326, 2026

/s/ ~~Mark~~Patricia ~~Haushill~~A. Ryan

Mark Haushill

Patricia A. Ryan

Chief Financial Officer

Chief Legal Officer

Filing Compare · Skyward Specialty Insurance Group, Inc.