v3.26.1
Acquisitions
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
On January 1, 2026 (the “Acquisition Date”), the Company completed the acquisition of Apollo Group Holdings Limited (“Apollo”) pursuant to the Apollo share purchase agreements and acquired 100% of the issued and outstanding share capital of Apollo. Apollo is a U.K.-based specialty underwriting platform operating at Lloyd’s of London. Apollo underwrites a multi-class specialty insurance portfolio and offers products across Property, Casualty, Marine, Energy & Transportation, Specialty and Reinsurance, as well as digital and embedded risk programs. The Company acquired Apollo
to broaden its specialty insurance platform, expand into additional specialty niches, enhance its innovation and technology capabilities, and strengthen its market position.
The fair value of the consideration transferred, or the purchase price, is approximately $559.1 million. This amount is based on (i) the issuance of 3,679,332 shares of common stock of the Company, using the closing price of Skyward common stock of $51.11 per share on December 31, 2025, the last trading day prior to the Acquisition Date, and (ii) $371.1 million in cash (the “Cash Consideration”). The table below presents the components of the fair value of consideration transferred:
($ in thousands, except for share and per share amounts)
Share consideration
Skyward Specialty Insurance Group, Inc. common stock issued to existing Apollo common stockholders3,679,332 
Skyward Specialty Insurance Group, Inc. closing stock price on December 31, 2025$51.11 
Consideration of Skyward Specialty Insurance Group, Inc. issued common stock$188,051 
Cash consideration371,089 
Total consideration$559,140 
The Company accounted for the transaction as a business combination under ASC 805, Business Combinations (“ASC 805”). The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the Acquisition Date. The Company is considered the accounting acquirer in the transaction.
The following table summarizes the preliminary purchase price allocation as of the Acquisition Date:
($ in thousands)January 1, 2026
Assets acquired, excluding goodwill
Fixed maturity securities, available-for-sale, at fair value$222,460 
Short-term investments, at fair value187,178 
Cash and cash equivalents68,054 
Funds at Lloyd's106,336 
Premiums receivable, net272,803 
Reinsurance recoverables, net165,540 
Ceded unearned premium69,097 
Deferred policy acquisition costs and VOBA56,128 
Deferred income taxes13,966 
Intangible assets, excluding goodwill, net262,000 
Other assets25,830 
Total assets acquired, excluding goodwill1,449,392 
Liabilities assumed
Reserves for losses and loss adjustment expenses477,596 
Unearned premiums233,501 
Reinsurance and premium payables144,536 
Funds held for others18,684 
Accounts payable and accrued liabilities71,506 
Deferred income taxes69,837 
Total liabilities assumed1,015,660 
Fair value of net assets acquired, excluding goodwill433,732 
Total consideration$559,140 
Preliminary allocation to goodwill$125,408 
The Apollo acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair values at the Acquisition Date. Goodwill recognized in the transaction represents the excess of consideration transferred over the fair value of identifiable net assets acquired and will not be deductible for tax purposes and is fully allocated to the U.K. segment. Goodwill primarily represents the expected future economic benefits arising from the acquisition, including anticipated synergies from the integration of operations, Apollo’s established specialty underwriting platform, and access to its distribution network and Lloyd’s market presence.
The identifiable intangible assets primarily relate to syndicate capacity, cover holder relationships, strategic partner syndicates and trade names. The amounts, based on preliminary valuations and subject to final adjustment, allocated to intangible assets are as follows:
($ in thousands)Estimated fair valueEstimated average useful life (in years)Estimated Annual Amortization Expense
Syndicate 1969 capacity - with fees$90,000 IndefiniteN/A, indefinite lived asset
Syndicate 1971 capacity - with fees110,000 IndefiniteN/A, indefinite lived asset
Cover holder relationships25,000 7$3,571 
Strategic partner syndicates2,000 5400 
Trade name35,000 103,500 
Total$262,000 $7,471 
The Company also recognized value of business acquired (“VOBA”), which represents the estimated fair value of the deferred acquisition costs of acquired in‑force insurance contracts. VOBA is amortized over one year, reflecting the expected runoff of the acquired in‑force contracts. VOBA is aggregated with deferred policy acquisition costs and included within deferred policy acquisition costs and VOBA on the consolidated balance sheets. For the three months ended March 31, 2026 the Company recognized $7.3 million and $6.7 million in underwriting, acquisition and insurance expenses and amortization expense, respectively, on the consolidated statements of operations related to the amortization of VOBA .
Estimated fair values of assets acquired and liabilities assumed from Apollo are subject to change as additional information is obtained, and will be updated and finalized within the measurement period that will not extend beyond 12 months from the Acquisition Date. Any measurement period adjustments will be recorded in the period in which the adjustments are identified, as if they had been recognized as of the acquisition date.
The results of operations for Apollo of $80.1 million of revenue and $22.2 million of net income from the date of the acquisition to the period ended March 31, 2026, have been included within the accompanying consolidated statements of operations and comprehensive loss. All transaction expenses incurred by the Company were expensed as incurred and reflected in the Company’s results of operations for the period ended December 31, 2025 in accordance with ASC 805. No material transaction expenses were incurred for the period ended March 31, 2026. The Company has not presented the unaudited supplemental pro forma financial information required by ASC 805-10-50-2(h) as it is impractical to do so, as Apollo did not historically prepare quarterly financial statements and its historical financial information was prepared under U.K. GAAP rather than U.S. GAAP.