Skyward Specialty Insurance Group, Inc. - 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated January 6, 2026, covers events occurring on December 30, 2025, and January 1, 2026. Skyward Specialty Insurance Group, Inc. (the "Company") consummated the acquisition of 100% of the issued share capital of Apollo Group Holdings Limited ("Apollo") on January 1, 2026. The transaction was originally announced on September 2, 2025.
Key Financial Metrics and Transaction Details
- Total Consideration: $555.0 million for 100% of Apollo.
- Cash Consideration: $371.0 million.
- Stock Consideration: Issuance of 3,679,332 shares of Company common stock.
- Financing Facility: A new $300.0 million unsecured senior delayed draw term loan facility was established on December 30, 2025.
- Tranche A: $150.0 million, maturing January 1, 2028.
- Tranche B: $150.0 million, maturing July 2, 2029.
- Interest Rates: Term SOFR plus 150-190 basis points or Base Rate plus 50-90 basis points, dependent on debt-to-capitalization ratio.
- Funding Source: Cash consideration funded via the new Facility and an existing Credit Agreement amended on December 30, 2025.
Material Changes
The primary material change is the completion of the Apollo Acquisition, resulting in the Company owning 100% of Apollo's share capital. Additionally, the Company's capital structure has changed significantly with the incurrence of $300.0 million in new term debt and the issuance of approximately 3.68 million new shares of common stock. The Company also amended its existing Credit Agreement to permit pre-funding of revolving loans for this transaction.
Outlook, Risks, and Covenants
The new Facility includes customary covenants and financial restrictions, including:
- Limitations on incurring additional indebtedness exceeding $10.0 million.
- Restrictions on distributions to stockholders and share repurchases upon certain events.
- Financial covenants regarding minimum consolidated net worth, maximum total debt to capitalization, minimum A.M. Best rating, and minimum liquidity.
- The Facility is unsecured, though obligations are guaranteed by the Company and its non-insurance subsidiaries.
Pro forma financial information and financial statements of the acquired business are not included in this filing and are scheduled to be filed by amendment within 71 calendar days.
Investor Verification Checklist
- Verify the final closing price of the 3,679,332 shares issued to determine the exact equity dilution impact.
- Review the upcoming 71-day amendment for Pro Forma Financial Information to assess the combined entity's leverage and liquidity.
- Confirm the Company's current A.M. Best rating to ensure compliance with the new Facility's minimum rating covenant.
- Monitor the utilization of the $300.0 million delayed draw term loan facility and the repayment schedule.
- Check for any subsequent filings regarding the integration of Apollo's operations and any changes to the Company's underwriting strategy.