Bowhead Specialty (BOW) Proxy filing summary

Executive summary

• Special meeting called to vote on a merger where shareholders will receive $34.00 per share in cash, taking the company private under new ownership by American Family Mutual Insurance Company, S.I.

• The merger consideration represents an 11% premium over the unaffected share price and a 19% premium over the 60-day VWAP prior to announcement.

• The Non-Recused Directors, after extensive negotiations and a market check, unanimously recommend the merger as fair and in the best interests of shareholders.

• Both Ardea Partners and KBW provided fairness opinions supporting the financial terms of the merger.

• The merger is expected to close by the end of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the Merger Proposal, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) the Adjournment Proposal to allow for additional proxy solicitation if needed.

• Approval of the merger requires a majority of all shares and a majority of shares held by unaffiliated shareholders (excluding Parent and Recused Directors).

• GPC Fund, holding 27.2% of shares, intends to vote in favor of the merger.

Board of directors and corporate governance

• The Non-Recused Directors, unaffiliated with the acquirer, led negotiations and formed a transaction committee for the process.

• Recused Directors, with potential conflicts, did not participate in deliberations.

• The board recommends voting FOR all proposals.