Form 8-K

8-K — Skyward Specialty Insurance Group, Inc.

Accession: 0001519449-26-000056

Filed: 2026-08-20

Period: 2026-08-20

CIK: 0001519449

SIC: 6331 (FIRE, MARINE & CASUALTY INSURANCE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — skwd-20260820.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2026 (August 17, 2026)

___________________________________

Skyward Specialty Insurance Group, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

(State or other jurisdiction of

incorporation or organization)

001-41591

(Commission File Number)

14-1957288

(I.R.S. Employer Identification Number)

800 Gessner Road, Suite 600

Houston, Texas

77024-4284

(Address of principal executive offices)

(Zip Code)

(713) 935-4800

(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.01

SKWD

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 17, 2026, Mark Haushill, Chief Financial Officer of Skyward Specialty Insurance Group, Inc. (the "Company"), notified the Company of his intention to retire, effective March 31, 2027. In connection with his notification of his intent to retire, the Company entered into a Senior Advisor Letter Agreement, dated August 19, 2026, with Mr. Haushill (the “Advisor Agreement”). The Advisor Agreement provides that, from March 31, 2027, through December 31, 2027 (the “Advisory Period”), Mr. Haushill will serve as Senior Advisor to the Company providing ongoing support and such advisory services as may reasonably be requested from time to time by the Chief Executive Officer. During the Advisory Period, Mr. Haushill will receive an annualized base salary of $250,000. During the Advisory Period, Mr. Haushill will not be eligible to earn an annual bonus or otherwise participate in the Company’s Short Term Incentive Plan (commencing with the 2027 plan year) and will not be eligible to receive any new equity awards. Mr. Haushill will remain eligible for continued vesting of outstanding equity awards in accordance with the ordinary terms of such equity grants and our equity incentive plans and our form executive employment agreement (the "Executive Agreement”) to which he is a party.

Mr. Haushill’s decision to retire did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The foregoing descriptions of the Executive Agreement and the Advisor Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the agreement. A copy of the Executive Agreement was filed with the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2026 on May 11, 2026. The Company intends to file a copy of the Advisor Agreement which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2026.

On August 20, 2026, the Company announced the appointment of Taryn McHarg, Deputy Chief Financial Officer of the Company and Chief Financial Officer of Apollo, as Chief Financial Officer, effective upon Mr. Haushill’s retirement. Ms. McHarg will also serve as Principal Financial Officer and Principal Accounting Officer at the effective time of her appointment.

Ms. McHarg, age 48, joined the Company in her current role in January 2026 following the Company’s acquisition of Apollo Group Holdings Limited. Ms. McHarg joined Apollo in May 2022 as Chief Financial Officer. Prior to joining Apollo, Ms. McHarg served as Chief Financial Officer of various divisions of Bupa, a private medical insurer, from September 2016 through December 2021. Ms. McHarg brings more than two decades of global insurance and financial services experience across markets, including Australia, UK, Asia and the U.S., with a focus on driving operational performance through financial insights. Ms. McHarg is a Chartered Accountant (Fellow) of Australia & New Zealand and holds an Executive MBA from the Australian Graduate School of Management (University of NSW).

Pursuant to her existing employment agreement, Ms. McHarg receives an annual base salary of approximately $540,000 (£400,000) and has a target bonus opportunity of 20% to 60% of her base salary, subject to satisfying certain conditions. In connection with the Company’s acquisition of Apollo, Ms. McHarg received a restricted stock unit award with a value of $1,750,000 as part of the management incentive plan arrangement with the Apollo executives, which award vests 50% on the third anniversary of the closing and 50% on the 4th anniversary of the closing. Ms. McHarg will be eligible to receive equity awards in accordance with the ordinary terms of our equity incentive plans. The Company intends that Ms. McHarg’s compensation, including her compensation to be paid as Chief Financial Officer, will be reviewed by the Compensation Committee of the Board of Directors in the ordinary course of the Compensation Committee’s annual review of executive compensation expected to occur in the first quarter of 2027.

The Company intends to file Ms. McHarg’s form employment agreement as an exhibit to its Form 10-Q for the quarter ended September 30, 2026 and the foregoing description is qualified in its entirety by reference to such agreement.

There are no offers or understandings between Ms. McHarg and any other person pursuant to which she was appointed. There are no family relationships between Ms. McHarg and any director or executive officer, and no related party transactions requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On August 20, 2026, the Company issued a press release announcing Mr. Haushill’s retirement as Chief Financial Officer, effective March 31, 2027, and Ms. McHarg’s appointment as Chief Financial Officer effective upon Mr. Haushill’s resignation. A copy of the press released is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibits

10.1

Form of Executive Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q file with the Securities and Exchange Commission on May 11, 2026).

99.1

Press Release, dated August 20, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SKYWARD SPECIALTY INSURANCE GROUP, INC.

Date:

August 20, 2026

/s/ Patricia A. Ryan

Patricia A. Ryan

Chief Legal Officer

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EXHIBIT 99.1

SKYWARD GROUP ANNOUNCES CFO

TRANSITION EFFECTIVE MARCH 31, 2027

HOUSTON, TX – [August 20, 2026] – Skyward Group (Nasdaq: SKWD) (“the Group” or “the Company”), the specialty insurance organization whose operating businesses include Skyward Specialty Insurance Group, Inc.® (“Skyward Specialty”) and Apollo Group Holdings Ltd. (“Apollo”), announced the planned succession of its Chief Financial Officer (CFO). Mark Haushill, Skyward Group CFO, has informed the Company of his intention to retire effective March 31, 2027, after a distinguished career with the Company. To support a seamless transition, Mark will continue serving as a Senior Advisor to the Company through the end of 2027. Taryn McHarg, CFO of Apollo and Skyward Group Deputy CFO, will step in as his successor upon his retirement.

Haushill’s retirement comes after a multi-year transformation of the Company into a market leading specialty insurer. During his more than 10 years with Skyward, Haushill has led the Company through several significant financial milestones, including a successful IPO in 2023, a step-change improvement in the company’s capital structure and strength including its financial rating by AM Best, as well as the acquisition of Apollo that closed in January 2026.

Skyward Group CEO Andrew Robinson said, “Mark has been an exceptional partner and a pillar in Skyward’s journey and success. His friendship, spirit, and genuine caring for the Skyward team is palpable, and his impact will be felt for years to come. I speak for our entire organization and the Skyward Board in thanking Mark and expressing our deep gratitude for his contributions and the lasting impact he has had on our organization.”

“At the same time, we are excited to have Taryn step into this role.” Robinson continued. “Taryn is a deeply experienced and skilled executive, whose instincts and expertise will be invaluable to our success as we take the next turn in the Skyward Group journey.”

McHarg brings a strong combination of financial leadership, strategic perspective, operational experience, and industry insight and knowledge. McHarg has been CFO at Apollo for more than four years and previously spent nine years at BUPA, one of the largest non-US private healthcare insurers, where she progressed to be the CFO of international markets; McHarg’s career also included seven years at Ernst & Young.

McHarg commented, “I am honored to take on this role at such an important point in Skyward Group’s evolution. The combination of Skyward Specialty and Apollo has created a stronger, more diversified organization with significant strategic opportunities ahead. I look forward to working with our teams to build on the strong foundation Mark and the broader finance organization have established and to continue delivering long-term value for our shareholders.”

Robinson also commented, “Our thoughtful transition of the CFO to such a high-quality internal successor in Taryn reflects the strength of our executive talent and our commitment to building a company for the long term.”

About Skyward Group

Skyward Group (Nasdaq: SKWD) is the holding company brand for its U.S. and U.K. businesses, Skyward Specialty Insurance Group, Inc.® and Apollo Holding Group, respectively, delivering a comprehensive suite of specialized insurance solutions across global specialty property and casualty markets. Focused on the specialty industry’s most niche, complex risks of today and the emerging challenges of tomorrow, Skyward Group leverages the forward-looking insight and disciplined execution of each organization to drive sustainable growth and long-term value for its shareholders, distribution

partners and other stakeholders. For more information about Skyward Group, Skyward Specialty and Apollo, please visit skywardgroup.com.

Media Contact

Haley Doughty

Skyward Specialty Insurance Group

713-935-4944

hdoughty@skywardinsurance.com

Investor Contact

Jordan Arnold

Skyward Specialty Insurance Group

346-215-0250

jarnold@skywardinsurance.com

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