Bodnar Dan PK 4
4 · Skyward Specialty Insurance Group, Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Skyward (SKWD) CIO Dan Bodnar Exercises PSUs; Shares Withheld for Taxes
What Happened
- Dan Bodnar, Chief Information Officer of Skyward Specialty Insurance Group (SKWD), had performance share units (PSUs) settle into common stock and received new equity awards on Feb 25, 2026. The filing shows derivative settlements/exercises that resulted in share issuance (reported at $0 exercise price) and a subsequent mandatory withholding of 876 shares on Feb 26, 2026 to cover tax obligations at $45.89 per share (total ~$40,200).
- Specific items reported: 2,343 shares acquired via exercise/conversion of a derivative (reported at $0); 2,020 shares from a previously awarded 2023 PSU grant that vested and settled; and new grants on Feb 25, 2026 of 1,261 RSUs, 1,261 PSUs, and 4,326 RSUs (all reported at $0). The new RSU/PSU awards are subject to time and/or performance vesting (see Key Details).
Key Details
- Transaction dates and prices:
- Feb 25, 2026: Multiple derivative exercises/settlements (reported at $0 per share) and grants (1,261 RSUs; 1,261 PSUs; 4,326 RSUs).
- Feb 26, 2026: 876 shares withheld to satisfy tax withholding at $45.89/share (value reported $40,200).
- Shares owned after the transactions: Not specified in this Form 4.
- Notable footnotes:
- F1/F3/F4: The settlement included PSUs (each convertible to one share). A 2,020-PSU award from Feb 27, 2023 (performance period 2023–2025, payout 0–150%) fully vested and was settled upon committee certification.
- F2: The 876-share disposition was issuer-mandated withholding to cover taxes and was not a discretionary sale by the reporting person.
- F5–F8: New RSU and PSU grants (1,261 RSUs; 1,261 PSUs; 4,326 RSUs) granted Feb 25, 2026 are subject to future service and/or performance vesting (vesting dates Jan 1, 2029; Dec 31, 2028; Jan 1, 2029/2030 respectively; the 1,261 PSU payout range is 0–200%).
- Timeliness: Report filed Feb 27, 2026 for transactions on Feb 25–26, 2026 — appears timely (not flagged as late).
Context
- These transactions are mostly compensation-related: PSUs vested/converted into shares and new RSU/PSU awards were granted. The $0 exercise/conversion price indicates settlement of equity awards rather than a cash purchase.
- The withholding of 876 shares is a common, issuer-mandated tax-withholding action (cashless-like) and should not be treated as an open-market sale reflecting insider sentiment.
- For retail investors: such award settlements and planned vesting schedules are normal executive compensation activity; purchases would be more indicative of a direct bullish stake, while these entries primarily reflect compensation realization and future incentives.
Insider Transaction Report
Form 4
Bodnar Dan PK
Chief Information Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-25+2,343→ 27,341 total - Tax Payment
Common Stock
[F2]2026-02-26$45.89/sh−876$40,200→ 26,465 total - Exercise/Conversion
2023 LTIP - PSUs
[F3][F4]2026-02-25−2,020→ 0 total→ Common Stock (2,020 underlying) - Award
2026 LTIP - RSUs
[F5][F6]2026-02-25+1,261→ 1,261 total→ Common Stock (1,261 underlying) - Award
2026 LTIP - PSUs
[F7]2026-02-25+1,261→ 1,261 total→ Common Stock (1,261 underlying) - Award
2026 Bright Future - RSUs
[F5][F8]2026-02-25+4,326→ 4,326 total→ Common Stock (4,326 underlying)
Footnotes (8)
- [F1]Represents the number of shares that were acquired by the Reporting Person in connection with the settlement of the Performance Share Units ("PSUs") listed in Line I of Table II.
- [F2]The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting and settlement of the PSUs listed in Line I of Table II. The disposition is mandated by the Issuer and does not represent a discretionary transaction by the Reporting Person.
- [F3]Each PSU represents the right to receive one share of the Issuer's Common Stock upon settlement.
- [F4]On February 27, 2023, the Reporting Person was awarded 2,020 PSUs. The PSUs are subject to obtaining specified performance criteria from January 1, 2023 through December 31, 2025. The number of PSUs subject to vest under this award can range from 0% to 150% of the amount shown. This award fully vested on December 31, 2025 and settled upon certification by the Compensation Committee of the Board of Directors.
- [F5]Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Common Stock upon settlement.
- [F6]On February 25, 2026, the Reporting Person was granted an RSU Award in the amount of 1,261 RSUs. Subject to the Reporting Person's continuous service through the vesting date, 100% of the RSUs shall vest on January 1, 2029.
- [F7]On February 25, 2026, the Reporting Person was granted 1,261 PSUs. Each PSU is equivalent to one share of the Issuer's Common Stock. The number of units subject to vest under this award can range from 0% to 200% of the amount shown based on the satisfaction of performance condition targets during the requisite service period. This award fully vests on December 31, 2028.
- [F8]On February 25, 2026, the Reporting Person was granted an RSU Award in the amount of 4,326 RSUs. Subject to the terms of the RSU Agreement and the Reporting Person's continuous service through the vesting dates, 50% of the RSUs shall vest on January 1, 2029 and the remaining 50% of the RSUs will vest on January 1, 2030.
Signature
/s/ Stacy E. Skelton, Attorney-in-Fact|2026-02-27