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SEC Form 4

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response: 0.5

  

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract,
instruction or written plan for the purchase or sale of equity securities of the
issuer that is intended to satisfy the affirmative defense conditions of Rule
10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person*

Schmitt Thomas N

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(Last) (First) (Middle)

800 GESSNER SUITE 600

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(Street)

HOUSTON TX 77024

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(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Skyward Specialty Insurance Group, Inc. [ SKWD ] 5. Relationship of Reporting
Person(s) to Issuer
(Check all applicable)

Director 10% Owner X Officer (give title below) Other (specify below) CHIEF
PEOPLE & ADMIN. OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2025 4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)

X Form filed by One Reporting Person Form filed by More than One Reporting
Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed
Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4.
Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of
Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect
Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock
01/03/2025 S(1) 637(2) D $47.808(3) 10,792(4) D Common Stock 01/06/2025 S(1)
546(2) D $46.853(3) 10,246 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 1. Title of
Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative
Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any
(Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date
Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of
Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of
Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct
(D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership
(Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or
Number of Shares

Explanation of Responses: 1. On January 1, 2022, the Reporting Person was
granted a Restricted Stock Award in the amount of 3,799 shares. Each share is
equivalent to one share of the Company's common stock. This award fully vested
on January 1, 2025. Sales transacted to cover taxes and fees incurred by vesting
event. 2. The sales reported on this Form 4 were effected pursuant to a Rule
10b5-1 trading plan adopted by the Reporting Person on August 8, 2024. 3. The
price reported in Column 4 is a weighted average price. These shares were sold
in multiple transactions at prices ranging from $46.61 to $49.01, inclusive. The
Reporting Person undertakes to provide the issuer, any security holder of the
issuer, or the staff of the Securities and Exchange Commission, upon request,
full information regarding the number of shares sold at each separate price
within the range set forth above. 4. The number of securities reported reflects
the May 31, 2024 acquisition of 381 shares and the December 1, 2024 acquisition
of 331 shares of the Company's common stock pursuant to the Skyward Specialty
Insurance Group, Inc. 2022 Employee Stock Purchase Plan ("ESPP") for the ESPP
purchase periods of December 1, 2023 through May 31, 2024, and June 1, 2024
through November 30, 2024, respectively.

/s/ Stacy E. Skelton, Attorney-in-Fact 01/06/2025 ** Signature of Reporting
Person Date Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly. * If the form is filed by more than
one reporting person, see Instruction 4 (b)(v). ** Intentional misstatements or
omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and
15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be
manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB Number.