Key Highlights

• The cash price is A$6.00 per share, before any permitted dividends.

• Four days later, on 25 August 2026, Steadfast reported its FY26 results.

• Underlying Revenue rose 15.3% to about A$2.10 billion.

• Underlying EBITA rose 13.8% to A$669.8 million, underlying NPATA rose 7.1% to A$366.3 million, and underlying NPAT rose 8.2% to A$319.5 million.

What does Steadfast (ASX:SDF)'s agreed Takeover mean for a company that has just reported another year of Earnings growth? In short, the outcome now rests largely on a Shareholder vote scheduled for 27 November 2026, because the board has recommended a A$6.00 per share cash offer, subject to conditions.

The central development: a scheme vote after a encouraging year

On 21 August 2026 it announced a binding scheme implementation deed with Starboard BidCo, a vehicle indirectly owned by funds managed or advised by affiliates of Dragoneer and KKR, with Amwins Australasia Group involved in the structure.

The cash price is A$6.00 per share, before any permitted dividends.

Four days later, on 25 August 2026, Steadfast reported its FY26 results. Investors therefore received operating and transaction information almost together.

What Steadfast does and how it earns revenue

The Underwriting Agency division designs and manages insurance products on behalf of insurers, and an International arm is growing from a smaller base.

FY26 operating performance

Underlying revenue rose 15.3% to about A$2.10 billion. Underlying EBITA rose 13.8% to A$669.8 million, underlying NPATA rose 7.1% to A$366.3 million, and underlying NPAT rose 8.2% to A$319.5 million. Underlying Diluted Earnings per Share were 28.8 cents, up 7.7%.

Statutory NPAT was A$269.1 million, compared with A$334.9 million in FY25.

Australasian Network GWP rose 6.2% to A$13.2 billion, and its underlying EBITA rose 13.2% to A$411.8 million. Underwriting Agency GWP was A$2.5 billion, up 2.3%. International underlying EBITA reached A$29.8 million, compared with A$5.9 million a year earlier, on revenue of A$108.5 million.

During the year the network recorded three new Equity holdings, 31 step-ups, ten step-downs and 31 bolt-on acquisitions.

Dividends and guidance

The fully franked final Dividend was 12.75 cents per share, taking the FY26 total to 20.95 cents, up 7.4%.

For FY27 the company guided to underlying EBITA of A$700 million to A$715 million, underlying NPATA of A$382 million to A$392 million, and underlying NPAT of A$333 million to A$343 million. That guidance assumes Australian premium rates rise by 2% to 3%. It is a forecast, not a reported outcome, and it was issued alongside a pending transaction.

How the transaction works

Under the scheme, the bidder would acquire all Steadfast shares. After implementation, Amwins Australasia would acquire the underwriting agency business, while the bidder would retain the broking business.

Steadfast may pay permitted dividends of up to A$0.20 per share in total, comprising the FY26 final dividend and a special dividend. Any such payments reduce the scheme consideration dollar for dollar, so they do not add to the headline price.

The independent expert, Kroll Australia, valued Steadfast shares at A$5.44 to A$6.09 on a controlling-interest basis and found that the scheme is in shareholders' best interests, in the absence of a superior proposal. The board unanimously recommends the scheme on the same basis. The Supreme Court of New South Wales ordered the meeting on 23 October 2026.

Safeguards and shareholder protections

Directors intend to vote their own shares in favour on the same basis as the recommendation, meaning in the absence of a superior proposal and subject to the expert's takeaway. The deed includes no-shop and no-talk obligations, subject to a Fiduciary exception, and gives the bidder a matching right if a superior proposal emerges.

Those terms are common in Australian schemes, but they mean a rival bid is less likely to be straightforward.

Conditions, timing and break fees

Approval is required from shareholders and the court. Regulatory approvals are also needed, including from FIRB, the ACCC, New Zealand's Overseas Investment Office, the UK Financial Conduct Authority and the Monetary Authority of Singapore. The deal is not subject to a financing condition, but it does require that no material adverse change or prescribed event occurs.

The indicative timetable also envisaged a second court hearing in late November. Implementation is currently expected on 22 December 2026, although the timetable depends on regulatory processes and may change.

Steadfast would pay the bidder a break fee of A$66.7 million in specified circumstances, and the bidder would pay a reverse break fee of the same amount. No break fee is payable if the scheme becomes effective.

Sector conditions and competitive position

Insurance broking tends to benefit when premiums rise, because income is often linked to premium values. Management's 2% to 3% rate assumption suggests a more moderate pricing environment than in earlier hard-market years, which could limit organic revenue growth and increase reliance on acquisitions and network expansion.

Risks and what to watch

The main uncertainty is whether the scheme completes. Shareholders may vote against it, a regulator may delay or refuse approval, or a conditions failure could end the transaction. If it does not proceed, Steadfast would remain a listed company with its own trading and Acquisition risks.

Other risks include premium pricing, acquisition integration, and the unexplained difference between statutory and underlying profit.