Is there a lock‑up period or any selling restrictions for the shares offered by GPC Fund? | BOW (Aug 06, 2025) | Candlesense

Is there a lock‑up period or any selling restrictions for the shares offered by GPC Fund?

Short answer: The press release that announces the secondary public offering does not contain any information about a lock‑up period or other selling restrictions for the shares that GPC Partners Investments (SPV III) LP (ā€œGPC Fundā€) is selling.


Why the news release does not specify a lock‑up

Item from the release What is (or isn’t) stated
Nature of the transaction The release says the offering is ā€œunderwrittenā€ and that the underwriter will ā€œoffer the shares from time to time for sale in negotiated transactions or otherwise, at market prices prevailing at the time of sale.ā€
Price/terms Only the pricing methodology (market price or a price related to it) is mentioned.
Lock‑up / restriction language There is no mention of a lock‑up agreement, a lock‑up expiration date, a ā€œrestricted period,ā€ a ā€œselling restriction,ā€ or any covenant that would limit when GPC Fund can sell its shares.
Reference to filing The release does not point to a Form S‑3, S‑4, or any other SEC filing that would typically contain the lock‑up details.

Because the release is a short‑form Business Wire announcement, it is common for such releases to give only high‑level information (number of shares, underwriter, pricing approach) and leave the detailed terms—including any lock‑up provisions—to the filing documents (e.g., the prospectus supplement or the company’s S‑3 filing). Since those documents are not quoted or linked in the excerpt you provided, we cannot infer the existence or the length of any lock‑up from the information at hand.


What would normally apply (general background)

  • Secondary‑sale lock‑ups are typical – In many secondary offerings, the selling shareholder (here, GPC Fund) signs a lock‑up agreement that prevents it from selling additional shares for a set period (often 30‑90 days) after the pricing of the offering, to protect the market from a sudden supply surge.
  • Regulatory requirement – If a lock‑up exists, it is usually disclosed in the registration statement or the prospectus supplement filed with the SEC. The language often reads: ā€œThe selling shareholders have agreed to a lock‑up period of ___ days pursuant to the underwriting agreement.ā€
  • Exceptions – Some secondary sales are structured as ā€œat‑the‑marketā€ (ATM) programs or ā€œregistered directā€ offerings where the selling shareholder can sell shares over time without a formal lock‑up, provided the sales are made under a ā€œsell‑downā€ agreement that may still contain volume caps or notice requirements.

Because none of these typical clauses appear in the Business Wire announcement, we must conclude that the release does not disclose any lock‑up or selling‑restriction terms.


What to do next if you need a definitive answer

  1. Check the SEC filings – Look for Bowhead Specialty Holdings Inc.’s Form S‑3 (or S‑4) filed around the same date (early August 2025). The ā€œUnderwriting Agreementā€ and ā€œSelling Shareholder Agreementā€ sections will list any lock‑up periods.
  2. Review the prospectus supplement – The underwriting prospectus (often titled ā€œProspectus Supplement for the Secondary Offering of 2,000,000 Sharesā€) will spell out any selling restrictions.
  3. Contact Investor Relations – Bowhead Specialty Holdings’ IR team can confirm whether a lock‑up exists and, if so, its exact duration and any carve‑outs.
  4. Monitor subsequent news releases – Follow‑up Business Wire or press releases sometimes add missing details after the initial announcement.

Bottom line

Based solely on the Business Wire announcement you provided, there is no explicit mention of a lock‑up period or other selling restrictions for the shares being offered by GPC Fund. To obtain a definitive answer, you would need to examine the related SEC filing or the formal prospectus supplement where such terms are required to be disclosed.