Bowhead Specialty (BOW) Proxy filing summary

Executive summary

• Merger agreement dated August 2, 2026 provides $34.00 cash per eligible share; Parent would own 100% after closing and the shares would cease public trading.

• Closing was anticipated before year-end 2026, subject to stockholder approval and other conditions; estimated funding need is $1.0355 billion, with no financing condition.

• Parent expects to operate the business substantially as before, as a strategically aligned but operationally independent entity, retaining its brand, leadership, core operating model and broker relationships.

Voting matters and shareholder proposals

• Three proposals: adopt the merger agreement, approve merger-related named executive compensation on a non-binding advisory basis, and authorize adjournment if needed to solicit votes; the Board recommends FOR all three.

• Merger approval requires at least a majority of all outstanding shares and a majority of outstanding Subject Shares, excluding Parent and its subsidiaries and Recused Directors; each share carries one vote.

• The compensation and adjournment proposals each require a majority of shares present and entitled to vote; compensation approval is advisory and not a closing condition.

• GPC Fund, holding 27.2% as of the Record Date, and director and executive stockholders indicated intent to vote FOR the merger proposal.

Board of directors and corporate governance

• Non-Recused Directors, constituting a quorum, unanimously found the transaction fair, advisable and in stockholders’ best interests and recommended approval after consulting legal and financial advisors.

• Four directors were recused over actual or potential conflicts involving Parent or related commercial ties; Non-Recused Directors exercised full Board authority, without a separate special committee.

• Negotiations raised the offer from $31 to $34 per share; the final price represented premiums of 11% to unaffected closing price, 12% to 30-day VWAP and 19% to 60-day VWAP.

• Ardea concluded $34 was fair from a financial point of view to eligible holders; KBW separately opined that the consideration was fair to Parent.