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Skyward Specialty Insurance Group, Inc.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

SKWD$59.80-0.9%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (unaudited)

  1. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements of Skyward Specialty Insurance Group, Inc. (the “Company”) have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial reporting and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all the disclosures required by GAAP for complete consolidated financial statements. Readers are urged to review the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for a more complete description of the Company’s business and accounting policies. In the opinion of management, all adjustments necessary for a fair statement of the condensed consolidated financial statements have been included. Such adjustments consist only of normal recurring items. Interim results are not necessarily indicative of results of operations for the full year. The consolidated balance sheet as of December 31, 2024 was derived from the Company’s audited annual consolidated financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates.

Updates to Significant Accounting Policies

The following accounting policy has been updated to align with reporting of peer companies.

Investments

Available-for-sale

The allowance for credit losses is limited to the amount by which fair value is below amortized cost. Prior to September 30, 2025, changes in the allowance for credit losses were recognized in net investment income on the consolidated statements of operations. As of September 30, 2025, changes in the allowance for credit losses are recognized in net investment gains. Prior periods have been updated to conform to the current period presentation. Credit losses that are limited by the fair value of the security are recognized in stockholders’ equity, net of taxes, as a component of accumulated other comprehensive (loss) income. Unrealized losses that are not credit-related continue to be recognized in stockholders’ equity, net of taxes, as a component of accumulated other comprehensive (loss) income.

Held to maturity

Investments in fixed maturity securities that are held-to-maturity are carried at amortized cost net of an allowance for credit losses. The allowance for credit losses represents the current estimate of expected credit losses. The Company develops a historical loss rate from Moody’s multi-year cumulative loss rates for asset backed securities. The historical loss rate is adjusted for current conditions and reasonable and supportable forecasts. Prior to September 30, 2025, changes in the allowance for credit losses were recognized in net investment income on the consolidated statements of operations. As of September 30, 2025, changes in the allowance for credit losses are recognized in net investment gains. Prior periods have been updated to conform to the current period presentation.

Consolidation

Variable interest entity

The Company consolidates an entity in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity ("VIE") for which the Company is deemed to be the primary beneficiary, or if the Company has the power to control an entity through a majority of voting interest or through other arrangements. A VIE is an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; (ii) whose equity holders lack the characteristics of a controlling financial interest; and/or (iii) is established with non-substantive voting rights. The Company’s assessment may involve subjectivity in the determination of

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

which activities most significantly affect the VIE’s performance, and estimates about current and future fair value of the assets held by the VIE and financial performance of the VIE. In performing the related party analysis, the Company considers both qualitative and quantitative factors, including, but not limited to: the characteristics and size of its investment relative to the related party; the Company’s and the related party's ability to control or significantly influence key decisions of the VIE including consideration of involvement by de facto agents; the obligation or likelihood for the Company or the related party to fund operating losses of the VIE; and the similarity and significance of the VIE’s business activities to those of the Company and the related party. The determination of whether an entity is a VIE, and whether the Company is the primary beneficiary, may involve significant judgment, and depends upon facts and circumstances specific to an entity at the time of the assessment.

At each reporting period, the Company reassesses whether changes in facts and circumstances cause a change in the status of an entity as a VIE, and/or a change in the Company's consolidation assessment. Changes in consolidation status are applied prospectively. An entity may be consolidated as a result of this reassessment, in which case, the assets, liabilities and noncontrolling interest in the entity are recorded at fair value upon initial consolidation. Any existing equity interest held by the Company in the entity prior to the Company obtaining control will be remeasured at fair value, which may result in a gain or loss recognized upon initial consolidation. The Company may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon deconsolidation depending on the carrying values of deconsolidated assets and liabilities compared to the fair value of any interests retained.

After performing the above assessments, the Company has determined one entity meets the definition of a VIE for which the Company is the primary beneficiary. See Note 6 for further details and required disclosures.

Derivatives

The Company uses commodity derivatives to assume risk and manage its exposures in the insurance industry. Commodity derivatives expose the Company to potentially unfavorable price changes to the underlying commodities. The Company accounts for its derivatives in accordance with FASB ASC Topic 815, Derivatives and Hedging, which requires all derivatives to be recorded at fair value on the Company’s balance sheet as either assets or liabilities, depending on their rights or obligations, with changes in fair value reflected in current earnings. The Company meets the criteria in the guidance to net the assets and liabilities, which the Company includes in “other assets” on the condensed consolidated balance sheets. While the Company considers these exchange-traded futures and forward purchase and sale contracts to be effective economic hedges, the Company has not elected hedge accounting treatment. The fair value of the Company’s derivatives is estimated by reference to quoted prices or broker quotes, where available, or in the absence of quoted prices or broker quotes, the use of industry or internal valuation models. See Note 7 for further details and required disclosures.

  1. Investments

The following tables set forth the amortized cost and the fair value by investment category at September 30, 2025 and December 31, 2024:

($ in thousands)Amortized CostGross Unrealized GainsGross Unrealized LossesAllowance for Credit LossesFair Value
Fixed maturity securities, available-for-sale:
U.S. government securities$75,931$286$(30)$—$76,187
Corporate securities and miscellaneous594,62314,213(4,034)(7,000)597,802
Municipal securities100,7481,648(2,393)—100,003
Residential mortgage-backed securities497,5827,904(10,310)—495,176
Commercial mortgage-backed securities71,9501,046(612)—72,384
Other asset-backed securities459,2345,560(1,128)—463,666
Total fixed maturity securities, available-for-sale$1,800,068$30,657$(18,507)$(7,000)$1,805,218
Fixed maturity securities, held-to-maturity:
Other asset-backed securities$34,804$2,699$—$(236)$37,267
Total fixed maturity securities, held-to-maturity$34,804$2,699$—$(236)$37,267
($ in thousands)Amortized CostGross Unrealized GainsGross Unrealized LossAllowance for Credit LossesFair Value
Fixed maturity securities, available-for-sale:
U.S. government securities$26,577$35$(126)$—$26,486
Corporate securities and miscellaneous433,2985,618(13,288)—425,628
Municipal securities89,966116(5,366)—84,716
Residential mortgage-backed securities408,5851,875(16,627)—393,833
Commercial mortgage-backed securities70,262545(1,443)—69,364
Other asset-backed securities291,5782,447(1,834)—292,191
Total fixed maturity securities, available-for-sale$1,320,266$10,636$(38,684)$—$1,292,218
Fixed maturity securities, held-to-maturity:
Other asset-backed securities$39,396$—$(436)$(243)$38,717
Total fixed maturity securities, held-to-maturity$39,396$—$(436)$(243)$38,717

The following table sets forth the amortized cost and fair value of available-for-sale fixed maturity securities by contractual maturity at September 30, 2025:

($ in thousands)Amortized CostFair Value
Due in less than one year$41,043$40,596
Due after one year through five years445,407444,540
Due after five years through ten years231,147235,749
Due after ten years53,70553,107
Mortgage-backed securities569,532567,560
Other asset-backed securities459,234463,666
Total$1,800,068$1,805,218

Expected maturities may differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Also, changing interest rates, tax considerations or other factors may result in portfolio sales prior to maturity.

The Company’s fixed maturity securities, held-to-maturity, at September 30, 2025 consisted entirely of asset backed securities that were not due at a single maturity date.

At September 30, 2025, the Company had U.S. government agencies mortgage-backed fixed maturity securities, with a carrying value of approximately $67.3 million pledged as collateral for a loan (the “FHLB Loan”) from the Federal Home Loan Bank of Dallas (“FHLB”) pursuant to an Advances and Security Agreement between the Company and FHLB (the “Advances and Security Agreement”). In accordance with the terms of the FHLB Loan, the Company retains all rights regarding these pledged securities.

At September 30, 2025, the Company had assets with fair values of approximately $55.3 million pledged as collateral for performance obligations under reinsurance agreements. In accordance with the terms of the trust agreements, the Company retains all rights regarding these securities, of which $45.7 million are residential mortgage-backed securities, $7.4 million of cash and cash equivalents and other assets and $2.2 million of short-term investments.

The following tables set forth the gross unrealized losses and the corresponding fair values of investments, aggregated by length of time that individual securities had been in a continuous unrealized loss position as of September 30, 2025 and 2024:

Less than 12 Months12 Months or MoreTotal
($ in thousands)Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
Fixed maturity securities, available-for-sale:
U.S. government securities$5,342$—$2,051$(30)$7,393$(30)
Corporate securities and miscellaneous52,842(149)69,438(3,885)122,280(4,034)
Municipal securities11,359(311)23,913(2,082)35,272(2,393)
Residential mortgage-backed securities64,023(527)79,215(9,783)143,238(10,310)
Commercial mortgage-backed securities996(1)10,412(611)11,408(612)
Other asset-backed securities48,244(116)18,502(1,012)66,746(1,128)
Total fixed maturity securities, available-for-sale182,806(1,104)203,531(17,403)386,337(18,507)
Less than 12 Months12 Months or MoreTotal
($ in thousands)Fair ValueGross Unrealized LossesFair ValueGross Unrealized LossesFair ValueGross Unrealized Losses
Fixed maturity securities, available-for-sale:
U.S. government securities$15,938$(34)$2,297$(92)$18,235$(126)
Corporate securities and miscellaneous136,888(2,060)81,232(11,228)218,120(13,288)
Municipal securities41,930(1,046)27,687(4,320)69,617(5,366)
Residential mortgage-backed securities201,407(3,366)82,496(13,261)283,903(16,627)
Commercial mortgage-backed securities9,411(126)13,178(1,317)22,589(1,443)
Other asset-backed securities75,119(721)29,851(1,113)104,970(1,834)
Total fixed maturity securities, available-for-sale480,693(7,353)236,741(31,331)717,434(38,684)
Fixed maturity securities, held-to-maturity:
Other asset-backed securities2,144(2)36,573(434)38,717(436)
Total fixed maturity securities, held-to-maturity:2,144(2)36,573(434)38,717(436)
Total$482,837$(7,355)$273,314$(31,765)$756,151$(39,120)

The Company regularly monitors its available-for-sale fixed maturity securities that have fair values less than cost or amortized cost for signs of impairment, an assessment that requires significant management judgment regarding the evidence known. Such judgments could change in the future as more information becomes known, which could negatively impact the amounts reported. Among the factors that management considers for fixed maturity securities are the financial condition of the issuer including receipt of scheduled principal and interest cash flows, and intent to sell, including if it is more likely than not that the Company will be required to sell the investments before recovery.

As of September 30, 2025, the Company had 515 lots of fixed maturity securities in an unrealized loss position. The Company does not have an intent to sell these securities and it is not more likely than not that the Company will be required to sell these securities before maturity or recovery of its cost basis. The Company reviewed its investments at September 30, 2025 and determined that fortwo available-for-sale securities in the “corporate securities and miscellaneous” category, credit impairments existed, based on new recovery analysis that showed deteriorating conditions raising credit concerns. Other than the securities discussed previously, the Company determined that no other credit impairment existed in the gross unrealized holding losses, due to the reasons discussed below:

U.S. government securities and municipal securities: These securities were issued by the U.S. Treasury Department, Federal government-sponsored entities or by state and local governments. The decline in fair values was attributable to changes in interest rates and not credit quality. The Company does not intend to sell these securities and it is likely that it will not do so before their anticipated recovery. Therefore, the Company does not consider these impaired securities.

Corporate securities and miscellaneous: Corporations in various industries issued these securities. The decline in fair values was attributable to changes in interest rates and not credit quality. The Company reviewed the issuers of these securities to identify any significant adverse change in financial condition, a change in the quality of credit enhancement (if any), a ratings decrease, or negative outlook assignment from a major credit rating agency, and any failure to make interest or principal payments. After these reviews, the Company determined that the decline in fair values was attributable to changes in interest rates and not credit quality. The Company does not intend to sell these securities and it is likely that it will not do so before their anticipated recovery. Therefore, the Company does not consider these impaired securities.

Residential mortgage-backed securities, commercial mortgage-backed securities, and other asset-backed securities: The decline in fair values was attributable to changes in interest rates and not credit quality. The Company does not intend to sell these securities and it is likely that it will not do so before their anticipated recovery. Therefore, the Company does not consider these impaired securities.

The following table sets forth the changes in the allowance for credit losses on available-for-sale securities and held-to-maturity securities during the nine months ended September 30, 2025 and 2024:

($ in thousands)Fixed Maturity Securities, Available-For-SaleFixed Maturity Securities, Held-to-Maturity
Balance at December 31, 2024$—$243
Current period provision for credit losses—7
Balance at March 31, 2025$—$250
Current period provision for credit losses6,15018
Balance at June 30, 2025$6,150$268
Current period provision for credit losses850—
Recoveries of amounts previously written off—(32)
Balance at September 30, 2025$7,000$236
Fixed Maturity Securities, Held-to-Maturity
Balance at December 31, 2023$329
Balance at March 31, 2024$329
Recoveries of amounts previously written off(104)
Balance at June 30, 2024$225
Current period provision for credit losses14
Balance at September 30, 2024$239

The following table sets forth the components of net investment gains for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2025202420252024
Gross realized gains
Fixed maturity securities, available-for-sale$701$575$1,606$1,405
Equity securities17,0761,59134,2623,165
Other10962709170
Total17,8862,22836,5774,740
Gross realized losses
Fixed maturity securities, available-for-sale(1,191)(11)(9,788)(871)
Equity securities(745)(280)(3,000)(2,571)
Other(82)(142)(192)(152)
Total(2,018)(433)(12,980)(3,594)
Net unrealized gains (losses) on investments
Equity securities(14,551)7,512(22,900)14,802
Mortgage loans(69)866195807
Other5,633—16,028—
Net investment gains$6,881$10,173$16,920$16,755

The following table sets forth the proceeds from sales of available-for-sale fixed maturity securities and equity securities for the nine months ended September 30, 2025 and 2024:

Nine months ended September 30,
($ in thousands)20252024
Fixed maturity securities, available-for-sale$61,461$17,540
Equity securities126,73822,993

The following table sets forth the components of net investment income for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2025202420252024
Income (loss):
Fixed maturity securities, available-for-sale$21,354$15,461$57,095$41,099
Fixed maturity securities, held-to-maturity(453)953(453)3,205
Equity securities955911,2041,969
Equity method investments345(1,144)(2,541)2,596
Mortgage loans2831,1581,2144,165
Indirect loans(1,504)(401)(6,494)(1,874)
Short-term investments and cash3,2603,70910,15911,370
Other8368362,6072,360
Total investment income24,21621,16362,79164,890
Investment expenses(2,036)(1,628)(2,684)(5,024)
Net investment income$22,180$19,535$60,107$59,866

The following table sets forth the change in net unrealized gains (losses) on the Company’s investment portfolio, net of deferred income taxes, included in other comprehensive loss for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2025202420252024
Fixed maturity securities$15,505$37,257$40,192$26,898
Deferred income taxes(3,300)(7,824)(8,533)(5,648)
Total$12,205$29,433$31,659$21,250
  1. Fair Value Measurements

The Company’s financial instruments include assets and liabilities carried at fair value, as well as assets and liabilities carried at cost or amortized cost but disclosed at fair value in its consolidated financial statements. In determining fair value, the market approach is generally applied, which uses prices and other relevant data based on market transactions involving identical or comparable assets and liabilities.

The Company uses data primarily provided by third-party investment managers or pricing vendors to determine the fair value of its investments. Periodic analyses are performed on prices received from third parties to determine whether the prices are reasonable estimates of fair value. The analyses include a review of month-to-month price fluctuations and, as needed, a comparison of pricing services’ valuations to other pricing services’ valuations for the identical security.

The Company classifies its financial instruments into the following three-level hierarchy:

Level 1 - Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement

date.

Level 2 - Inputs are other than quoted prices included in Level 1 that are observable for the asset or liability through

corroboration with market data at the measurement date.

Level 3 - Unobservable inputs that reflect management’s best estimate of what market participants would use in

pricing the asset or liability at the measurement date.

The following methods and assumptions were used in estimating the fair value disclosures for financial instruments in the accompanying consolidated financial statements and in these notes:

U.S. government securities, mutual funds and common stock

The Company uses unadjusted quoted prices for identical instruments in an active exchange to measure fair value which represent Level 1 inputs.

Preferred stocks, municipal securities, corporate securities and miscellaneous

The Company uses a pricing model that utilizes market-based inputs such as trades in an illiquid market for a particular security or trades in active markets for securities with similar characteristics. The model considers other inputs such as benchmark yields, issuer spreads, security terms and conditions, and other market data. These represent Level 2 fair value inputs.

Commercial mortgage-backed securities, residential mortgage-backed securities and other asset-backed securities

The Company uses a pricing model that utilizes market-based inputs that may include dealer quotes, market spreads, and yield curves. It may evaluate individual tranches in a security by determining cash flows using the security’s terms and conditions, collateral performance, credit information benchmark yields and estimated prepayments. These represent Level 2 fair value inputs.

Fixed maturity securities, available for sale classified as Level 3

The Company has corporate securities and miscellaneous, other asset-backed securities that are managed by an independent asset manager and priced by an independent pricing provider. The provider estimates the value of the securities using the discount net present value of cash flows method using an unobservable discount rate. The discount rate spread represents the risk associated with future cash flows, including inflation, opportunity cost and the time value of money. This rate represents Level 3 fair value inputs.

The following table sets forth the range of the discount rate as of September 30, 2025 and December 31, 2024:

September 30, 2025December 31, 2024
High11.11%8.00%
Low4.72%5.70%
Weighted average6.31%6.60%

Mortgage loans

Mortgage loans have variable interest rates and are collateralized by real property. The Company determines fair value of mortgage loans using the income approach utilizing inputs that are observable and unobservable (Level 3). The unobservable input consists of the spread applied to a prime rate used to discount cash flows. The spread represents the incremental cost of capital based on the borrower’s ability to make future payments and the value of the collateral relative to the loan balance and is subject to judgment and uncertainty.

The following table sets forth the range and weighted average, weighted by relative fair value, of the spread as of September 30, 2025 and December 31, 2024:

September 30, 2025December 31, 2024
High7.56%10.00%
Low6.84%7.00%
Weighted average7.09%7.93%

Derivatives

Included in other assets are derivatives which consist of certain exchange traded options contracts entered into by the Company. The fair values of these options are measured using quoted prices in active markets on the relevant exchange, specifically utilizing either the volume-weighted average price of trades in similar contracts during a specified time window, or the last trade settlement price when no trades occur within that period. This method represents Level 1 inputs.

The following tables set forth the Company’s investments and derivatives within the fair value hierarchy at September 30, 2025 and December 31, 2024:

September 30, 2025
($ in thousands)Level 1Level 2Level 3Total
Fixed maturity securities, available-for-sale:
U.S. government securities$76,187$—$—$76,187
Corporate securities and miscellaneous—496,195101,607597,802
Municipal securities—100,003—100,003
Residential mortgage-backed securities—495,176—495,176
Commercial mortgage-backed securities—72,384—72,384
Other asset-backed securities—446,04617,620463,666
Total fixed maturity securities, available-for-sale76,1871,609,804119,2271,805,218
Fixed maturity securities, held-to-maturity:
Other asset-backed securities——37,26737,267
Total fixed maturity securities, held-to-maturity——37,26737,267
Equity securities:
Common stocks————
Preferred stocks—1,182—1,182
Mutual funds————
Total equity securities—1,182—1,182
Mortgage loans——9,9989,998
Short-term investments247,376——247,376
Derivatives16,843——16,843
Total$340,406$1,610,986$166,492$2,117,884
December 31, 2024
($ in thousands)Level 1Level 2Level 3Total
Fixed maturity securities, available-for-sale:
U.S. government securities$26,486$—$—$26,486
Corporate securities and miscellaneous—354,81570,813425,628
Municipal securities—84,716—84,716
Residential mortgage-backed securities—393,833—393,833
Commercial mortgage-backed securities—69,364—69,364
Other asset-backed securities—285,0847,107292,191
Total fixed maturity securities, available-for-sale26,4861,187,81277,9201,292,218
Fixed maturity securities, held-to-maturity:
Other asset-backed securities——38,71738,717
Total fixed maturity securities, held-to-maturity:——38,71738,717
Equity securities:
Common stocks64,251——64,251
Preferred stocks—1,164—1,164
Mutual funds40,839——40,839
Total equity securities105,0901,164—106,254
Mortgage loans——26,49026,490
Short-term investments274,929——274,929
Total$406,505$1,188,976$143,127$1,738,608

The following tables set forth the changes in the fair value of instruments carried at fair value with a Level 3 measurement during the nine months ended September 30, 2025 and 2024:

($ in thousands)Fixed Maturity Securities, Available-For-SaleMortgage Loans
Balance at December 31, 2024$77,920$26,490
Total losses for the period recognized in net investment gains(110)(66)
Issuances—5
Settlements—(10,417)
Purchases5,164—
Sales/Disposals(199)—
Total unrealized gains for the period recognized in accumulated comprehensive income (loss)682—
Balance at March 31, 2025$83,457$16,012
Total losses for the period recognized in net investment gains attributable to the change in unrealized gains or losses relating to assets held as of period end$—$(84)
Total (losses) gains for the period recognized in net investment gains(4,081)330
Issuances—8
Settlements—(6,182)
Transfers into Level 36,144—
Purchases8,838—
Sales/Disposals(237)—
Total unrealized gains for the period recognized in accumulated comprehensive income (loss)747—
Balance at June 30, 2025$94,868$10,168
Total gains for the period recognized in net investment gains attributable to the change in unrealized gains or losses relating to assets held as of period end$—$92
Total losses for the period recognized in net investment gains(920)(69)
Settlements—(101)
Purchases24,921—
Sales/Disposals(809)—
Total unrealized gains for the period recognized in accumulated comprehensive income (loss)1,167—
Balance at September 30, 2025$119,227$9,998
Total losses for the period recognized in net investment gains attributable to the change in unrealized gains or losses relating to assets held as of period end$—$(69)
($ in thousands)Fixed Maturity Securities, Available-For-SaleEquity SecuritiesMortgage Loans
Balance at December 31, 2023$—$—$50,070
Total gains for the period recognized in net investment gains (losses)——971
Issuances——187
Settlements——(6,919)
Balance at March 31, 2024$—$—$44,309
Total gains for the period recognized in net investment gains (losses) attributable to the change in unrealized gains or losses relating to assets held as of period end$—$—$952
Total losses for the period recognized in net investment gains (losses)——(1,030)
Issuances——449
Settlements——(58)
Balance at June 30, 2024$—$—$43,670
Total losses for the period recognized in net investment gains (losses) attributable to the change in unrealized gains or losses relating to assets held as of period end$—$—$(1,031)
Total (losses) gains for the period recognized in net investment gains (losses)(118)246866
Total unrealized gains for the period recognized in accumulated comprehensive income (loss)1,592——
Transfers into Level 323,533——
Purchases23,8205,571—
Sales/Disposals(153)——
Issuances——8
Settlements——(8,277)
Balance at September 30, 2024$48,674$5,817$36,267
Total gains for the period recognized in net investment gains (losses) attributable to the change in unrealized gains or losses relating to assets held as of period end$—$246$829

The transfers into Level 3 during the nine months ended September 30, 2025 were the result of securities that began receiving valuations from asset managers that utilized unobservable inputs at the end of the period.

The Company measures certain assets, including investments in indirect loans and loan collateral, equity method investments and other invested assets, at fair value on a nonrecurring basis only when they are deemed to be impaired.

In addition to the preceding disclosures on assets and liabilities recorded at fair value in the consolidated balance sheets, the Company is also required to disclose the fair values of certain other financial instruments for which it is practicable to estimate fair value. Estimated fair value amounts, defined as the quoted market price of a financial instrument, have been determined using available market information and other appropriate valuation methodologies. However, considerable judgments are required in developing the estimates of fair value where quoted market prices are not available. Accordingly, these estimates are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions or estimating methodologies may have an effect on the estimated fair value amounts.

The following methods and assumptions were used in estimating the fair value disclosures of other financial instruments:

Fixed maturity securities, held-to-maturity: Fixed maturity securities, held-to-maturity consists of senior and junior notes with target rates of return. As of September 30, 2025, the Company determined the fair value of these instruments using the income approach utilizing inputs that are unobservable (Level 3).

NOTES TO(UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Investment in RedBird Capital Partners: Included in other long-term investments is an investment in a limited partnership with RedBird Capital Partners, which invests in Bishop Street Underwriters, LLC (“Bishop Street”), a managing general agent (MGA). The investment had a fair value of $47.0 million at September 30, 2025, which was determined using the net asset value. The Company employs procedures to assess the reasonableness of the fair value of the investment including obtaining and reviewing the audited financial statements. The unfunded commitment related to the investment was $21.5 million at September 30, 2025. The Company may sell its interest in the investment with the appropriate prior written notice and approval by the general partner. In accordance with Accounting Standard Codification 820-10, this investment is measured at fair value using the net asset value per share practical expedient and has not been classified in the fair value hierarchy.

Notes payable: The carrying value approximates the estimated fair value for notes payable as the notes payable accrue interest at current market rates plus a spread. The Company determines fair value using the income approach utilizing inputs that are observable (Level 2).

Subordinated debt: Subordinated debt consists of the Unsecured Subordinated Notes, due May 24, 2039 and have a fixed interest rate. The Company determines the fair value of these instruments using the income approach utilizing inputs that are observable (Level 2).

The following table sets forth the Company’s carrying and fair values of notes payable and subordinated debt as of September 30, 2025 and December 31, 2024:

September 30, 2025December 31, 2024
($ in thousands)Carrying ValueFair ValueCarrying ValueFair Value
Notes payable
FHLB Loan$57,000$57,474$57,000$56,200
Revolving credit facility43,00043,00043,00043,000
Notes payable$100,000$100,474$100,000$99,200
Subordinated debt
Unsecured subordinated notes$19,561$20,989$19,536$20,541
Subordinated debt, net of debt issuance costs$19,561$20,989$19,536$20,541

Other financial instruments qualify as insurance-related products and are specifically exempted from fair value disclosure requirements.

  1. Mortgage Loans

The Company has invested in Separately Managed Accounts (“SMA1” and “SMA2”). As of September 30, 2025 and December 31, 2024, the Company held direct investments in mortgage loans from various creditors through SMA1 and SMA2.

The Company’s mortgage loan portfolios are primarily senior loans on real estate across the U.S. The loans earn interest at a fixed spread above a prime rate and mature in approximately 2 to 4 years from loan origination. The principal amounts of the loans are approximately 64% of the property’s appraised value at the time the loans were made.

The following table sets forth the carrying value of the Company’s mortgage loans as of September 30, 2025 and December 31, 2024:

($ in thousands)September 30, 2025December 31, 2024
Commercial$3,407$8,474
Retail—10,032
Hospitality6,5917,984
$9,998$26,490
  1. Mortgage Loans (continued)

The following table sets forth the Company’s gross investment income for mortgage loans for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2025202420252024
Commercial$108$376$325$1,685
Retail—5133041,473
Hospitality1752695851,007
$283$1,158$1,214$4,165

The uncollectible amounts on loans, on an individual loan basis, are determined based upon consultations and advice from the Company’s specialized investment manager and consideration of any adverse situations that could affect the borrower’s ability to repay, the estimated value of underlying collateral, and other relevant factors. The Company writes off the uncollectible amount in the period it was determined to be uncollectible. There wasno write-off for uncollectible amounts during the three and nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025 and as of December 31, 2024, no mortgage loans were in the process of foreclosure and there wereno mortgage loans that were not producing income for the previous 12 months.

  1. Equity Method Investments and Other

The following table sets forth the carrying value and ownership percentage of the Company’s equity method investments as of September 30, 2025 and December 31, 2024:

($ in thousands)September 30, 2025December 31, 2024
Carrying ValueOwnership %Carrying ValueOwnership %
Arena Special Opportunities Fund, LP units$28,54714.2%$34,93615.3%
JVM Funds LLC units15,04410.1%17,22910.1%
Hudson Ventures Fund 2 LP units5,2752.5%4,9672.5%
RISCOM4,42720.0%5,01320.0%
Brewer Lane Ventures Fund II LP units1,6912.4%1,0402.4%
Dowling Capital Partners LP units8055.0%6665.0%
Arena SOP LP units—11.2%1,47410.9%
$55,789$65,325
  1. Equity Method Investments and Other (continued)

The following table sets forth the components of net investment income (loss) from equity method investments for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2025202420252024
RISCOM$487$493$1,414$1,168
Dowling Capital Partners LP units232674481,449
Hudson Ventures Fund II LP units187(594)252(436)
Brewer Lane Ventures Fund II LP(25)(31)118(87)
JVM Funds LLC(222)(261)(737)(1,280)
Arena SOP LP units—(612)(1,474)67
Arena Special Opportunities Fund, LP units(314)(206)(2,562)1,715
$345$(1,144)$(2,541)$2,596

The following table sets forth the unfunded commitment of equity method investments as of September 30, 2025 and December 31, 2024:

($ in thousands)September 30, 2025December 31, 2024
Brewer Lane Ventures Fund II LP units$3,355$4,077
Dowling Capital Partners LP units386386
Hudson Ventures Fund 2 LP units216397
Red Bird Capital Partners LP units21,50624,400
$25,463$29,260

The difference between the cost of an investment and its proportionate share of the underlying equity in net assets is allocated to the various assets and liabilities of the equity method investment. The Company amortizes the difference in net assets over the same useful life of a similar asset as the underlying equity method investment. For investment in RISCOM, a similar asset would be agent relationships. The Company amortizes this difference over a 15-year useful life.

The following table sets forth the Company’s recorded investment in RISCOM compared to its share of underlying equity as of September 30, 2025 and December 31, 2024:

($ in thousands)September 30, 2025December 31, 2024
Investment in RISCOM:
Underlying equity$3,352$3,756
Difference1,0751,258
Recorded investment balance$4,427$5,013

The following table sets forth the Company’s recorded investment in JVM Funds LLC compared to its share of underlying equity as of September 30, 2025 and December 31, 2024:

($ in thousands)September 30, 2025December 31, 2024
Investment in JVM Funds LLC:
Underlying equity$14,552$16,624
Difference492605
Recorded investment balance$15,044$17,229
  1. Equity Method Investments and Other (continued)

Investment in Indirect Loans and Loan Collateral

As of September 30, 2025 and December 31, 2024, the Company held indirect investments in collateralized loans and loan collateral through SMA1 and SMA2.

The carrying value of the SMA1 and SMA2 as of September 30, 2025 and December 31, 2024 were as follows:

($ in thousands)September 30, 2025December 31, 2024
SMA1$16,049$20,296
SMA213,53012,973
Investment in indirect loans and loan collateral$29,579$33,269
  1. Variable Interest Entity

Pursuant to GAAP consolidation guidance, Skyward consolidates Separate Account HSIC-01 (“HSIC-01”), established by Mangrove Risk Solutions Bermuda Ltd. (“Mangrove”). HSIC-01 is a VIE for which the Company is the primary beneficiary. The purpose of the VIE is to hedge price volatility risks of certain insurance products by investing in dairy and livestock commodities. The Company directly manages the business; therefore, it considers itself the primary beneficiary. The Company does not provide performance guarantees and has no other financial obligation to provide funding to HSIC-01, other than its own capital commitments. The assets of consolidated variable interest entities may only be used to settle obligations of these entities. In addition, there is no recourse to the assets of HSIC-01 other than to satisfy associated liabilities.

The following table presents the assets of HSIC-01, included in the condensed consolidated balance sheet as of September 30, 2025. The assets presented below only include third-party net assets and exclude any intercompany balances, which were eliminated upon consolidation.

($ in thousands)September 30, 2025
Assets
Cash and cash equivalents24,822
Other assets16,843
Total assets$41,665
  1. Derivatives

The Company uses derivatives as part of its financial risk management programs to mitigate price risk related to certain insurance contracts exposed to commodity price risk due to fluctuations in relevant market prices, including cattle and milk. To mitigate revenue volatility and support financial stability, the Company employs a hedging strategy that utilizes derivatives, specifically put options, as part of its risk management framework. The primary objective of holding these derivative instruments is to manage exposure to adverse price movements. The activity in these instruments generally reflects current market conditions and shifts in risk exposures throughout the year. The notional value of derivative contracts held and the degree of hedged exposure are actively managed and may vary depending on the prevailing pricing environment in cattle, hogs, and milk markets. The Company does not use derivatives for speculative or trading purposes. All derivative positions are intended to support the overall risk transfer objectives of the business. The Company has not elected hedge accounting for these derivatives.

The following table presents the notional amounts and fair value of derivative assets in the condensed consolidated balance sheets at September 30, 2025:

($ in thousands)Derivative Assets
Notional AmountFair Value
Economic hedges$130,601$16,843
  1. Derivatives (continued)

The Company presents the net gain (loss) recognized on derivative instruments in economic hedging relationships in “losses and loss adjustment expenses” on the condensed consolidated statements of operations. For the three and nine months ended September 30, 2025, the Company recognized $5.2 million, respectively, of pre-tax net gains in losses and loss adjustment expenses.

  1. Segment

The Company hasone reportable segment through which it offers a broad array of commercial property and casualty products and solutions on a non-admitted (or E&S) and admitted basis, predominantly in the United States. The segment is made up ofnine distinct underwriting divisions, or “continuing business,” and has dedicated underwriting leadership supported by high-quality technical staff with deep experience in their respective niches. The Company defines its segment on the basis of the way in which internally reported financial information is regularly reviewed by the Chief Operating Decision Maker (“CODM”) to analyze financial performance, make decisions and allocate resources. The Company’s CODM is the chief executive officer.

The accounting policies of the segment are the same as those described in Note 1 “Summary of Significant Accounting Policies” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The CODM assesses performance for the segment and decides how to allocate resources based on gross written premiums by net underwriting division, underwriting income, and income before income taxes that also is reported on the condensed consolidated statements of operations as consolidated income before income taxes. The measure of segment assets is reported on the balance sheet as total consolidated assets.

Gross written premiums by underwriting division, net underwriting income, and consolidated net income are used to monitor budget versus actual results. The chief operating decision maker also uses net underwriting income, annualized return on equity and growth in book value per share in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

The following table presents gross written premiums by underwriting division for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2025202420252024
Accident & Health$63,147$43,490$186,805$128,479
Agriculture and Credit (Re)insurance168,10517,044327,52596,957
Captives67,95653,630213,318184,137
Construction & Energy Solutions66,57670,309215,760222,745
Global Property27,64937,540158,327183,083
Professional Lines35,59840,310114,911120,655
Specialty Programs82,77154,434231,401166,256
Surety43,73734,592122,272106,076
Transactional E&S50,95048,665156,417146,506
Total continuing business606,489400,0141,726,7361,354,894
Exited business20—13(17)
Total gross written premiums$606,509$400,014$1,726,749$1,354,877
  1. Segment (continued)

The following table presents information about reported segment net underwriting income, significant segment expenses and a reconciliation of net underwriting income to net income for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2025202420252024
Underwriting income
Revenues:
Net earned premiums$351,797$269,557$947,705$763,482
Commission and fee income1,9041,8186,4405,897
Total underwriting revenues353,701271,375954,145769,379
Expenses:
Losses and LAE213,780170,521582,351473,489
Amortization of policy acquisition costs49,24337,365138,369105,273
Other operating and general expenses52,43342,452135,454120,997
Total underwriting expenses315,456250,338856,174699,759
Net underwriting income$38,245$21,037$97,971$69,620
Reconciliation of net underwriting income to net income:
Net underwriting income$38,245$21,037$97,971$69,620
Add:
Net investment income22,18019,53560,10759,866
Net investment gains6,88110,17316,92016,755
Other loss(236)(195)(216)(202)
Less:
Interest expense1,9192,2295,6297,405
Amortization expense4553511,1641,099
Other expenses4,1491,1176,2123,350
Income before income taxes60,54746,853161,777134,185
Income tax expense14,64610,18534,97929,763
Net income$45,901$36,668$126,798$104,422

The following table presents annualized return on equity for the three and nine months ended September 30, 2025 and 2024 and book value per share as of September 30, 2025 and December 31, 2024:

Three months ended September 30,Nine months ended September 30,
2025202420252024
Annualized return on equity19.7%19.3%19.3%19.1%
September 30, 2025 · December 31, 2024
Book value per share$23.75$19.79
  1. Income Taxes

The following table sets forth the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2025202420252024
Income tax expense$14,646$10,185$34,979$29,763
Effective tax rate24.2%21.7%21.6%22.2%

The effective tax rate will differ from the statutory rate of 21 percent due to permanent differences for disallowed expenses for tax and beneficial adjustments for tax-exempt income, dividends-received deduction, non-deductible expenses and discrete items. The effective tax rate for the three and nine months ended September 30, 2025 increased 2.5% and decreased 0.6%, respectively, when compared to the same 2024 periods. The effective tax rate for the three months ended September 30, 2025 was primarily impacted by a permanent tax item related to non-deductible acquisition expenses, which increased the effective tax rate by 1.1%.

The Company paid income taxes of $11.0 million and $31.8 million during the three and nine months ended September 30, 2025, respectively, and $8.5 million and $23.0 million during the three and nine months ended September 30, 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. These legislative changes did not and are not expected to have a material impact on the Company’s third quarter or future effective tax rates. The Company has included the estimated impact of the OBBBA in its third quarter financial results, the period of enactment.

  1. Losses and Loss Adjustment Expenses

The following table sets forth the reconciliation of unpaid losses and loss adjustment expenses (“LAE”) as reported in the condensed consolidated balance sheets as of and for the nine months ended September 30, 2025 and 2024:

Nine months ended September 30,
($ in thousands)20252024
Reserves for losses and LAE, beginning of period$1,782,383$1,314,501
Less: reinsurance recoverable on unpaid claims, beginning of period(670,846)(455,484)
Reserves for losses and LAE, beginning of period, net of reinsurance1,111,537859,017
Incurred, net of reinsurance, related to:
Current period587,584474,289
Prior years——
Total incurred, net of reinsurance587,584474,289
Paid, net of reinsurance, related to:
Current period84,58382,653
Prior years292,605224,760
Total paid377,188307,413
Net reserves for losses and LAE, end of period1,321,9331,025,893
Plus: reinsurance recoverable on unpaid claims, end of period739,841542,884
Reserves for losses and LAE, end of period$2,061,774$1,568,777
  1. Commission and Fee Income

Skyward Underwriters Agency, Inc. (“SUA”), a subsidiary of the Company, is a managing general insurance agent and reinsurance broker for property and casualty and accident and health risks in specialty niche markets. Commission and fee income is primarily generated from SUA for the placement of insurance policies on either a third-party insurance or reinsurance company.

The following table sets forth the Company’s disaggregated revenues from contracts with customers for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2025202420252024
SUA commission revenue$779$1,436$3,054$3,125
SUA fee income1,6501,0274,4222,437
Other(525)(645)(1,036)335
Total commission and fee income$1,904$1,818$6,440$5,897

The Company’s contract assets from commission and fee income as of September 30, 2025 and December 31, 2024 were $2.6 million and $1.4 million, respectively.

  1. Underwriting, Acquisition and Insurance Expenses

The following table sets forth the components of underwriting, acquisition and insurance expenses for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2025202420252024
Amortization of policy acquisition costs$49,243$37,365$138,369$105,273
Other operating and general expenses52,43342,452135,454120,997
Total underwriting, acquisition and insurance expenses$101,676$79,817$273,823$226,270
  1. Reinsurance

Certain premiums and benefits are assumed from and ceded to other insurance companies under various reinsurance agreements. The reinsurance agreements provide the Company with increased capacity to write larger risks and maintain its exposure to loss within its capital resources. The Company remains obligated for amounts ceded in the event that the reinsurers do not meet their obligations.

The following tables set forth the effects of reinsurance on written and earned premiums and losses and loss adjustment expenses for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,
2025 · 2024
($ in thousands) · Written · Earned · Written · Earned
Direct premiums$414,475$417,896$347,444$349,980
Assumed premiums192,034117,00852,57069,436
Ceded premiums(165,342)(183,107)(131,692)(149,859)
Net premiums$441,167$351,797$268,322$269,557
Ceded losses and LAE incurred$126,632$108,152
  1. Reinsurance (continued)
Nine months ended September 30,
2025 · 2024
($ in thousands) · Written · Earned · Written · Earned
Direct premiums$1,283,866$1,196,111$1,118,683$1,012,550
Assumed premiums442,883282,155236,194202,408
Ceded premiums(603,098)(530,561)(502,326)(451,476)
Net premiums$1,123,651$947,705$852,551$763,482
Ceded losses and LAE incurred$400,537$300,725

The following table sets forth the components of reinsurance recoverables and ceded unearned premium as of September 30, 2025 and December 31, 2024:

($ in thousands)September 30, 2025December 31, 2024
Ceded unpaid losses and LAE$739,841$670,846
Ceded paid losses and LAE185,860166,663
Loss portfolio transfer—22,662
Allowance for credit losses(2,295)(2,295)
Reinsurance recoverables$923,406$857,876
Ceded unearned premium$276,354$203,901

The Company entered into agreements with several of its reinsurers, whereby the reinsurer established funded trust accounts with the Company as the sole beneficiary. These trust accounts provide the Company additional security to collect claim recoverables under reinsurance contracts and the Company does not carry these on the balance sheet because the Company will only have custody over these accounts upon the failure of the reinsurer to pay amounts due. At September 30, 2025, the market value of these accounts was approximately $220.4 million. The trust amount will be adjusted periodically, by mutual agreement, based on claim payments and loss reserve recoverables.

Certain ceded reinsurance contracts that transfer only significant timing risk and do not transfer sufficient underwriting risk are accounted for using the deposit method of accounting. The Company’s deposit asset at September 30, 2025 and December 31, 2024 was $22.0 million and $25.9 million, respectively, and was included in other assets on the condensed consolidated balance sheets.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  1. Earnings Per Share

The following table sets forth the computation of basic and diluted net earnings per share for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
($ in thousands, except for share and per share amounts)2025202420252024
Numerator
Net income$45,901$36,668$126,798$104,422
Denominator
Basic weighted-average common shares40,487,06940,098,34540,377,86440,039,269
Dilutive effect of stock units880,353932,030901,598895,468
Dilutive effect of options501,027398,182505,514367,371
Diluted weighted-average common share equivalents41,868,44941,428,55741,784,97641,302,108
Basic earnings per share$1.13$0.91$3.14$2.61
Diluted earnings per share$1.10$0.89$3.03$2.53

The following table presents anti-dilutive instruments that were excluded from the calculation of diluted weighted-average common share equivalents during the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,Nine months ended September 30,
2025202420252024
Stock units27,2087,15291,206165,072
Options3501687561
  1. Related Party Transactions

RISCOM

RISCOM provides the Company with wholesale brokerage services. RISCOM and the Company also have a managing general agency agreement. The Company holds a 20% ownership interest in RISCOM.

Net earned premium and gross commission expense related to these agreements for the three and nine months ended September 30, 2025 and 2024 were as follows:

Three months ended September 30,Nine months ended September 30,
($ in thousands)2025202420252024
Net earned premium$30,675$27,456$89,521$79,511
Commissions7,0266,44822,19119,682

Premiums receivable as of September 30, 2025 and December 31, 2024 were $15.2 million and $12.6 million, respectively.

Other

Advisory and professional services fees and expense reimbursements paid to various affiliated stockholders and directors for the three and nine months ended September 30, 2025 were $0.2 million and $0.5 million, compared to $0.2 million and $0.4 million for the three and nine months ended September 30, 2024.

See Note 5 for investments involving affiliated companies and additional related party transactions.

  1. Commitments and Contingencies

Apollo Acquisition

On September 2, 2025, the Company entered intotwo share purchase agreements (the "Apollo Majority SPAs") with institutional and management shareholders, respectively, of Apollo Group Holdings Limited ("Apollo") (the "Majority Sellers"). Pursuant to the Apollo Majority SPAs, in accordance with the terms and subject to the conditions therein, the Company has agreed to acquire all of the issued shares of Apollo held by the Majority Sellers, representing approximately 87% of the issued share capital of Apollo. In addition, the closing of the transaction ("completion") is conditioned upon the Company acquiring 100% of the issued share capital of Apollo at completion pursuant to additional short-form share purchase agreements (the "Apollo Minority SPAs" and together with the Apollo Majority SPAs, the "Apollo SPAs") to be entered into either prior to or at completion with the remaining minority shareholders of Apollo (the "Minority Sellers" and together with the Majority Sellers, the "Sellers"). The consideration for the entire issued share capital of Apollo under the Apollo SPAs is $555.0 million, approximately 33% of which will be satisfied by the issuance of 3,679,332 unregistered shares of common stock of the Company to certain Sellers and the remainder in cash. The acquisition is expected to close in the first quarter of 2026, subject to the satisfaction of closing conditions, including regulatory approvals. In connection with the Apollo SPAs, on September 2, 2025, the Company entered into debt commitment letters (the "Apollo Commitment Letters") pursuant to which Barclays Bank PLC (the "Lender") has committed to provide us with debt financing in the form of (i) up to two senior unsecured delayed draw term loan credit facilities of up to $300.0 million in total, and (ii) in case the borrower is not able to obtain consent from lenders under its existing revolving credit agreement to the transactions under the Apollo SPAs, a senior unsecured bridge facility of up to $150.0 million, in each case, on the terms and subject to the conditions set forth in the Apollo Commitment Letters.

Litigation

The Company is named as a defendant in various legal actions arising from claims made under insurance policies and contracts. Those actions are considered by the Company in estimating the losses and loss adjustment expense reserves. Also, from time to time, the Company is a defendant in various legal actions that relate to bad faith claims, disputes with third parties or that involve alleged errors and omissions. The Company records accruals for these items to the extent the losses are probable and reasonably estimable. Although the ultimate outcome of these matters cannot be determined at this time, based on present information, the availability of insurance coverage and advice received from outside legal counsel, the Company believes the resolution of any such matters will not, individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

Indemnification

In conjunction with the sale of business assets and subsidiaries, the Company has provided indemnifications to certain buyers. Certain indemnifications cover typical representations and warranties related to the responsibilities to perform under the sales contracts. The amount of potential exposure covered by the indemnifications is difficult to determine because the indemnifications cover a variety of matters, operations and scenarios. Certain of these indemnifications have no time limit. At this time, the Company does not have reason to believe any such significant claims exist.

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