Bowhead Specialty (BOW) Proxy filing summary

Executive summary

• Merger agreement calls for $34.00 cash per share, without interest, for eligible shares; American Family would own 100% of the surviving entity, which would become privately held. Closing was anticipated before year-end 2026, subject to vote and other conditions.

• Estimated funding need is $1.036 billion, including fees and expenses; Parent says it will fund the transaction with available cash or other immediately available funds, with no financing condition.

Voting matters and shareholder proposals

• Special meeting is set for November 13, 2026, virtually; October 12, 2026 is the record date, with 32,945,158 shares outstanding and one vote per share.

• Board recommends FOR the merger, advisory compensation and adjournment proposals; merger approval requires a majority of all outstanding shares and a majority of Subject Stockholder shares.

• Compensation approval is non-binding and requires a majority of shares present and entitled to vote; adjournment requires the same threshold and may be used to solicit additional proxies.

• GPC Fund, holding 27.2% as of the record date, said it intends to vote FOR the merger; Parent also agreed to vote its shares in favor.

Board of directors and corporate governance

• Non-Recused Directors, constituting a quorum, unanimously approved the merger and found it fair and in the best interests of stockholders and unaffiliated holders; directors with potential American Family conflicts recused themselves.

• Ardea’s August 3, 2026 opinion found $34.00 per share fair to eligible holders from a financial point of view; the opinion was for the Board and was not a voting recommendation.

• The negotiated price rose $3.00 from the initial $31.00 offer; the Board cited premiums of 11% to the unaffected price, 12% to 30-day VWAP and 19% to 60-day VWAP.

• The Audit Committee’s non-recused members approved the merger as a related-person transaction on August 2, 2026; the Compensation, Nominating and Governance Committee approved equity-award treatment and amendments.