Key Highlights

• Underlying NPATA, which excludes Amortisation of acquired intangibles, was $366.3 million, up 7.1%.

• In FY26, gross Written Premium in the Australasian Network rose 6.2% to $13.2 billion, with underlying EBITA up 13.2%.

• Premium increases moderate, as the guidance assumption of 2% to 3% suggests, which slows commission growth.

• On 21 August 2026 Steadfast signed a scheme implementation deed with Amwins Australasia Group and Starboard BidCo at $6.00 per share, and on 25 August 2026 it reported underlying NPATA of $366.3 million, up 7.1%.

Why did Steadfast Group (ASX:SDF) agree to a Takeover scheme just as it reported higher FY26 earnings? The sequence shows a Business performing well being valued by private capital. On 21 August 2026 Steadfast signed a scheme implementation deed with Amwins Australasia Group and Starboard BidCo at $6.00 per share, and on 25 August 2026 it reported underlying NPATA of $366.3 million, up 7.1%. The board unanimously recommends the scheme, in the absence of a superior proposal and subject to a positive independent expert report.

The takeover scheme

A process deed was announced on 10 June 2026, before the scheme deed of 21 August 2026. Completion is targeted for December 2026, subject to shareholder, court and regulatory approvals.

For shareholders, the scheme means the Investment case is now mainly about the likelihood and timing of completion rather than long-run business growth. A scheme requires a vote by shareholders with thresholds set by law, and the independent expert's takeaway on whether it is fair and reasonable will be an important input. Those are general features of schemes, and the specific meeting date was not available to us.

The FY26 result

Underlying NPATA, which excludes amortisation of acquired intangibles, was $366.3 million, up 7.1%. Underlying NPAT was $319.5 million, up 8.2%, and underlying diluted EPS was 28.8 cents, up 7.7%.

The final Dividend was 12.75 cents per share, fully franked and up 9%, taking FY26 dividends to 20.95 cents, up 7.4%.

Business model and segments

In FY26, gross written premium in the Australasian Network rose 6.2% to $13.2 billion, with underlying EBITA up 13.2%. The Underwriting Agency division wrote $2.5 billion of GWP, up 2.3%. International, which includes overseas broking and agency interests, contributed a favourable EBITA result on encouraging organic growth.

Revenue growth of 15.3% and EBITA growth of 13.8% compared with NPATA growth of 7.1%, suggesting that financing costs, tax and other items below EBITA absorbed part of the gain. That is an observation from the figures, not a company statement.

FY27 guidance

Steadfast guided to underlying NPATA of $382 million to $392 million, underlying NPAT of $333 million to $343 million, underlying EBITA of $700 million to $715 million and EPS growth of 4% to 8%, assuming insurance premium increases of 2% to 3%. These were issued with the result and sit alongside a takeover agreement, so they may matter less to investors who expect the scheme to complete, but they provide insight into the board's view of the business.

Sector and competitive context

The takeover occurs as private Capital pursues insurance distribution assets, which are capital-light and generate recurring commission and fee income. Premium increases moderate, as the guidance assumption of 2% to 3% suggests, which slows commission growth.

Risks and what to monitor

Key risks to the scheme include a failure of the Shareholder vote, an unfavourable or qualified independent expert opinion, regulatory or court approval delays and a change in market conditions during the process. For the underlying business, risks include moderating premium rates, underwriting agency exposure to claims, and currency effects internationally.

Items to watch include the scheme booklet and independent expert's report, the scheme meeting date, regulatory approvals, any competing proposal and the expected December 2026 completion.

What the scheme means for the guidance

Investors sometimes treat guidance as irrelevant once a takeover is agreed. That is partly right: if the scheme completes, shareholders receive the Offer Price rather than future earnings. But guidance still matters in two ways. First, it signals the board's view of the business if the scheme fails, which is the scenario that determines the downside. Second, it frames the independent expert's valuation work, because the expert will test the offer against forecast earnings.

Limitations

Figures are as reported for the periods stated.