Bowhead Specialty Holdings Inc. Merger Agreement

Bowhead Specialty Holdings Inc. has entered into a definitive Agreement and Plan of Merger with American Family Mutual Insurance Company, S.I. and its subsidiary, Trident Superior Inc. The agreement stipulates that Trident Superior Inc. will merge with and into Bowhead Specialty Holdings Inc., with Bowhead Specialty Holdings Inc. surviving as a wholly-owned subsidiary of American Family Mutual Insurance Company, S.I. Upon completion of the merger, each outstanding share of Bowhead Specialty Holdings Inc. common stock will be converted into the right to receive $34.00 in cash. The agreement also details the treatment of outstanding restricted stock units (RSUs) and performance stock units (PSUs), with vested RSUs being cashed out and unvested RSUs being assumed by the parent company, subject to existing vesting conditions. Special provisions are made for the CEO's unvested RSUs and PSUs, which will vest upon continued employment for one year post-merger or earlier termination under specific conditions. The merger is subject to customary closing conditions, including the approval of Bowhead Specialty Holdings Inc. stockholders, regulatory approvals (including HSR Act and insurance regulators in Wisconsin and Texas), and the absence of material adverse effects. The merger agreement includes customary representations, warranties, and covenants, including a non-solicitation provision and the company's obligation to conduct business in the ordinary course. The agreement also outlines termination rights and a company termination fee of $35 million under specified circumstances. Bowhead Specialty Holdings Inc. announced its financial results for the quarter ended June 30, 2026, but will not host an earnings call due to the announced merger.