UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Item 1.01 | Entry into a Material Definitive Agreement |
On May 6, 2024, Skyward Specialty Insurance Group, Inc., a Delaware corporation (the “Company”) and Westaim HIIG GP Inc. (the “Selling Stockholder”) entered in an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Keefe, Bruyette & Woods, Inc. and Jefferies LLC as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Selling Stockholder agreed to sell up to 5,060,000 shares of the Company’s common stock (the “Shares”), which includes 660,000 shares of the Company’s common stock that may be sold pursuant to a 30-day option to purchase additional shares granted to the Underwriters (the “Offering”). The Shares were offered and sold in the Offering at the public offering price of $36.50 per share.
The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-279129), which was previously filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).
The Offering is expected to close on May 9, 2024, subject to customary closing conditions. In the Underwriting Agreement, the Company made customary representations, warranties and covenants and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Underwriters may be required to make because of such liabilities.
Pursuant to the Underwriting Agreement, the Company’s executive officers and directors entered into agreements in substantially the form included as an exhibit to the Underwriting Agreement filed hereto, providing for a 90-day “lock-up” period with respect to sales of the Company’s common stock, subject to certain exceptions.
The foregoing is a summary description of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
A copy of the opinion of DLA Piper LLP (US) relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.
| Item 8.01. | Other Events. |
On May 6, 2024, the Company issued a press release announcing the proposed Offering of the Shares. A copy of this press release is attached as Exhibit 99.1 hereto. On May 6, 2024, the Company issued a press release announcing that it had priced the Offering. A copy of this press release is attached as Exhibit 99.2 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SKYWARD SPECIALTY INSURANCE GROUP, INC. | ||
| Dated: May 7, 2024 | By: | /s/ Mark Haushill |
|
Mark Haushill Chief Financial Officer | ||