As filed with the Securities and Exchange Commission on March 3, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Skyward Specialty Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 14-1957288 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
800 Gessner Road, Suite 600
Houston, Texas 77024
Telephone: (713) 935-4800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Skyward Specialty Insurance Group, Inc. 2022 Long-Term Incentive Plan
Skyward Specialty Insurance Group, Inc. 2022 Employee Stock Purchase Plan
(Full title of the plans)
Andrew Robinson, Chief Executive Officer
Skyward Specialty Insurance Group, Inc.
800 Gessner Road, Suite 600
Houston, Texas 77024
Telephone: (713) 935-4800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Patrick O’Malley DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020-1104 (212) 335-4500 |
Patricia Ryan Skyward Specialty Insurance Group, Inc. 800 Gessner Road, Suite 600 Houston, Texas 77024 (713) 935-4800 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934 (the “Exchange Act”).
| Large accelerated filer | x | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| Emerging growth company | ¨ |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, this Registration Statement on Form S-8 (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 858,647 shares of the common stock of Skyward Specialty Insurance Group, Inc. (the “Registrant”), par value $0.01 per share (“Common Stock”), issuable under the following employee benefit plans for which a registration statement of the Registrant on Form S-8 (File No. 333-269208) is effective: (i) the 2022 Long-Term Incentive Plan (the “2022 Plan”), added 810,224 shares of Common Stock, which pursuant to the terms of an automatic annual increase provision in the 2022 Plan were added to the shares authorized for issuance on January 1, 2026, and (ii) the 2022 Employee Stock Purchase Plan (the “ESPP”) added 48,423 shares of Common Stock, which was determined by the Compensation Committee in its discretion.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not filed as part of this Registration Statement pursuant to the instructions to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed (other than portions of those documents furnished or otherwise not deemed filed) by the Registrant with the Commission are incorporated into this Registration Statement by reference, as of their respective dates:
| · | Registration Statement on Form S-8 (File No. 333-269208) as filed with the SEC on January 12, 2023; |
| · | Registration Statement on Form S-8 (File No. 333-278524) as filed with the SEC on April 5, 2024; |
| · | Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 2, 2026; |
| · | Quarterly Reports on Form 10-Q for the quarter ended March 31, 2025, as filed with the SEC on May 7, 2025, for the quarter ended June 30, 2025, as filed with the SEC on August 7, 2025, and for the quarter ended September 30, 2025, as filed with the SEC on November 6, 2025; |
| · | Current Reports on Form 8-K as filed with the SEC on February 5, 2025, May 13, 2025, September 8, 2025, November 12, 2025, November 18, 2025, January 6, 2026 and February 26, 2026 (excluding the information furnished under Items 2.02 and 7.01 thereof); |
| · | All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) since the end of the fiscal year covered by the documents referred to above. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities then remaining unsold shall be deregistered, shall be deemed to be incorporated by reference in the Registration Statement and to be a part thereof from the date of the filing of such documents.
For purposes of this Registration Statement and the related prospectus, any statement contained in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in a subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or replaces such statement. Any statement so modified shall not be deemed in its unmodified form to constitute part of this Registration Statement or the related prospectus.
Item 8. Exhibits.
EXHIBIT INDEX
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on March 3, 2026.
| SKYWARD SPECIALTY INSURANCE GROUP, INC. | ||
| By | /s/ Andrew Robinson | |
| Andrew Robinson | ||
| Chief Executive Officer | ||
Each of the undersigned officers and directors of Skyward Specialty Insurance Group, Inc. hereby constitutes and appoints Andrew Robinson, Mark Haushill and Patricia Ryan, and each of them any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this registration statement of Skyward Specialty Insurance Group, Inc. on Form S-8, and any other registration statement relating to the same offering (including any registration statement, or amendment thereto, that is to become effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and any and all amendments thereto (including post-effective amendments to the registration statement), and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |
| /s/ Andrew Robinson | Chairman of the Board and Chief Executive Officer | March 3, 2026 | |
| Andrew Robinson | (Principal Executive Officer) | ||
| /s/ Mark Haushill | Chief Financial Officer | March 3, 2026 | |
| Mark Haushill | (Principal Financial Officer and Principal Accounting Officer) | ||
| /s/ Gena Ashe | Director | March 3, 2026 | |
| Gena Ashe | |||
| /s/ Robert Creager | Director | March 3, 2026 | |
| Robert Creager | |||
| /s/ Marcia Dall | Director | March 3, 2026 | |
| Marcia Dall | |||
| /s/ James Hays | Director | March 3, 2026 | |
| James Hays | |||
| /s/ Anthony J. Kuczinski | Director | March 3, 2026 | |
| Anthony J. Kuczinski | |||
| /s/ Michael Morrissey | Director | March 3, 2026 | |
| Michael Morrissey | |||
| /s/ Katharine Terry | Director | March 3, 2026 | |
| Katharine Terry | |||
| /s/ Christopher L. Peirce | Director | March 3, 2026 | |
| Christopher L. Peirce |