Form 8-K

8-K — OCTAVE SPECIALTY GROUP INC

Accession: 0001628280-26-031377

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0000874501

SIC: 6351 (SURETY INSURANCE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ambc-20260506.htm (Primary)

EX-99.1 (a03-0521q26ex991osgpressre.htm)

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8-K

8-K (Primary)

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0000874501FALSE00008745012026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 6, 2026

Octave Specialty Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware 1-10777 13-3621676

(State of incorporation) (Commission

file number) (I.R.S. employer

identification no.)

40 Wall Street New York NY 10005

(Address of principal executive offices)

(212)

658-7470

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common stock, par value $0.01 per share OSG New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to

Section 13(a) of the Exchange Act.

☐

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2026, Octave Specialty Group, Inc. issued a press release announcing financial results for its first quarter ended March 31, 2026. Exhibit 99.1 is a copy of such press release and is incorporated by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Octave Specialty Group, Inc. under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Exhibit Description

99.1 Press Release dated May 6, 2026

EXHIBIT INDEX

Exhibit

Number Exhibit Description

99.1

Press Release dated May 6, 2026

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Octave Specialty Group, Inc.

(Registrant)

Dated: May 6, 2026 By: /s/ Reid Powell

Reid Powell

First Vice President, Assistant General Counsel and Secretary

EX-99.1

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Document

Exhibit 99.1

Octave Specialty Group Reports First Quarter 2026 Results

•Total P&C premium production increased 66% for the quarter to $531 million

•Insurance Distribution Segment

◦Total revenue grew 92% to $79 million, including the impact of the October 2025 acquisition of ArmadaCare

◦Organic revenue growth equaled 42%

◦Net income to Shareholders of $13 million, compared to net loss of $(3) million in 1Q25

◦Adjusted EBITDA to Shareholders of $25 million, compared to $7 million in 1Q25

◦Pre-tax income and Adjusted EBITDA margin to shareholders reached 16% and 32%, respectively

•Specialty P&C Insurance Segment ("Everspan")

◦Gross and net premiums written of $104 million and $32 million were up 19% and 80%, respectively

◦Net loss was $(8) million, compared to net income of $1 million in 1Q25

▪The first quarter 2026 net loss was driven primarily by losses and LAE from the settlement of a potential litigation matter related to an insurance claim

◦Adjusted net income was $1.2 million, compared to Adjusted net income of $1.5 million a year ago

◦Adjusted EBITDA to Shareholders of $1.6 million, up 2% compared to 1Q25

NEW YORK, NY, May 6, 2026 (BUSINESS WIRE) — Octave Specialty Group, Inc. (NYSE: OSG) ("Octave" or "OSG"), a global specialty insurance firm, today reported its results for the First Quarter 2026.

"I am very pleased with our first quarter results," said Claude LeBlanc, President and Chief Executive Officer of Octave. "Our core Insurance Distribution business delivered 92% revenue growth, 42% organic growth, the rest from our recent ArmadaCare acquisition. Insurance Distribution Adjusted EBITDA increased to $25 million, nearly four times the same period last year. The diversification of our distribution platform demonstrated the resilience and value of the Octave platform as we delivered our strongest quarter yet, even as we witnessed some headwinds in certain segments of the market."

LeBlanc continued, “Everspan's turnaround is also gaining momentum. Gross premiums written topped $100 million, up 19%, while net premiums written grew 80%. Regrettably, we experienced some adverse development this quarter from the settlement of a potential litigation matter related to an insurance claim from a program in run-off. This loss was primarily attributable to legal expenses incurred in connection with the settlement which had an adverse impact on our reported quarterly underwriting results. Importantly however, our active programs were running at a loss ratio of 57% in the first quarter, right in line with the current accident year performance." LeBlanc concluded, "Overall, this quarter's results reflect solid execution and reinforces our confidence in the strength of our business"

Octave's First Quarter 2026 Summary Results

Three Months Ended March 31,

(in thousands, except per share data)1

2026 2025 % Change

Total revenues from continuing operations $ 104,170 $ 62,756 66%

Total expenses from continuing operations $ 107,514 $ 77,863 38%

Pretax income (loss) from continuing operations $ (3,344) $ (15,107) (78)%

Provision (benefit) for income taxes from continuing operations $ (481) $ (617) NM

Net income (loss) from continuing operations $ (2,863) $ (14,490) (80)%

Net income (loss) from continuing operations attributable to shareholders, net of tax $ (6,851) $ (16,144) (58)%

Net income (loss) from discontinued operations $ — $ (30,247) NM

Net income (loss) attributable to shareholders $ (6,851) $ (46,391) NM

Net income (loss) from continuing operations attributable to stockholders per diluted share 3

$ (0.13) $ (0.57) (77)%

Net income (loss) attributable to stockholders per diluted share 3

$ (0.13) $ (1.21) (89)%

Non-GAAP

EBITDA to shareholders 2

$ 3,610 $ (5,477) (166)%

Adjusted EBITDA to shareholders2

$ 20,069 $ (1,287) NM

Adjusted net income (loss) attributable to shareholders $ 16,615 $ (6,037) (375)%

Per Share

Adjusted net income (loss) to shareholders per diluted share 2

$ 0.37 $ (0.13) (385)%

Adjusted EBITDA to shareholders per diluted share2

$ 0.44 $ (0.03) NM

Weighted-average diluted shares outstanding

45,303 47,313 (4)%

(1)Some financial data in this press release may not add up due to rounding

(2)See Non-GAAP Financial Data section of this press release for further information

(3)Per diluted share includes the impact of adjusting redeemable noncontrolling interests to current redemption value

First Quarter 2026 Summary(4)

Total revenue from continuing operations for the first quarter of 2026 was $104 million, an increase of 66% compared to the $63 million in the same prior-year period. The growth in total revenue was driven by the Insurance Distribution segment, which included the acquisition of ArmadaCare and organic revenue growth of 42%.

Net (loss) from continuing operations to shareholders for the first quarter of 2026 was $(7) million compared to $(16) million in the same prior-year period. The improvement was attributable to our Insurance Distribution segment, which reported net income of $13 million compared to a net loss of $(3) million in the prior year quarter. The strong results in the Insurance Distribution business were partially offset by a net loss of $(8) million in our Specialty Property & Casualty segment, which included $2.1 million of losses and $5.8 million of LAE (legal expenses) to settle a potential litigation matter related to an insurance claim. Adjusted net income to shareholders, which excludes non-recurring expenses along with other items, was $17 million compared to a net loss of $(6) million in the same prior-year period.

Adjusted EBITDA from continuing operations to shareholders for the first quarter of 2026 was $20.1 million compared to $(1.3) million in the same prior-year period. The improvement was driven by an $18.2 million increase in Insurance Distribution Adjusted EBITDA. Our Insurance Distribution results reflected the first full quarter of ArmadaCare and the seasonal impact of our A&H business, in addition to growth across our core MGA platform. Everspan reported an Adjusted EBITDA of $1.6 million, up 2% from the prior-year period.

Included within first quarter 2026 results was a Corporate net (loss) of $(12) million compared to a net (loss) of $(14) million in the first quarter of 2025. Corporate Adjusted EBITDA was a (loss) of $(7) million compared to a loss of $(10) million in the first quarter of 2025.

(4) For definitions of each non-GAAP measure referred to above, as well as reconciliation of such non-GAAP measures to their most directly comparable GAAP measures, see "Non-GAAP Financial Measures" below.

Earnings Call and Webcast

On May 7, 2026, at 8:30am ET, Claude LeBlanc, President and Chief Executive Officer, and David Trick, Executive Vice President and Chief Financial Officer, will discuss Octave's first quarter 2026 results during a conference call. A live audio webcast of the call will be available through the Investor Relations section of Octave’s website, https://octavegroup.com/investor-relations/events-and-presentations/. Participants may also listen via telephone by dialing (877) 407-9716 or (201) 493-6779.

The webcast will be archived on Octave's website. A replay of the call will be available through May 21, 2026, and can be accessed by dialing (Domestic) (844) 512-2921 or (International) (412) 317-6671; and using ID# 13759400.

Additional information is included in an operating supplement and presentations on Octave's website, www.octavegroup.com.

Results of Operations by Segment

Insurance Distribution Segment

Three Months Ended March 31,

($ in thousands) 2026 2025 % Change

Premiums placed $ 426,833 $ 233,186 83 %

Total revenues $ 78,526 $ 40,998 92 %

Pretax income (loss) $ 16,785 $ (2,243) (848) %

Pretax income (loss) to shareholders1

$ 12,797 $ (3,897) (428) %

Net income (loss)

$ 17,153 $ (1,743) (1084) %

Net income (loss) to shareholders1

$ 13,165 $ (3,397) (488) %

EBITDA $ 30,817 $ 12,083 155 %

EBITDA to shareholders1

$ 23,467 $ 7,083 231 %

Adjusted EBITDA $ 32,995 $ 12,112 172 %

Adjusted EBITDA to shareholders1

$ 25,340 $ 7,112 256 %

Adjusted net income (loss) $ 28,749 $ 7,049 308 %

Adjusted net income (loss) to shareholders $ 22,045 $ 2,549 765 %

Pretax income margin to shareholders2

16.3 % (9.5) % 2580 bps

Adjusted EBITDA margin to shareholders3,4

32.3 % 17.3 % 1500 bps

Organic Growth 41.8 % (2.1) %

(1) After the impact of noncontrolling interests

(2)Represents Pretax income (loss) to shareholders divided by total revenues

(3)See Non-GAAP Financial Data section of this press release for further information

(4) Represents Adjusted EBITDA to shareholders divided by total revenues

Specialty Property & Casualty Insurance Segment

Three Months Ended March 31,

($ in thousands) 2026 2025 % Change

Gross premium written $ 103,716 $ 86,915 19 %

Net premiums written $ 32,449 $ 18,004 80 %

Net premiums earned $ 20,001 $ 15,678 28 %

Total revenue $ 25,299 $ 21,171 19 %

Net income (loss)

$ (7,690) $ 1,425 (640) %

Adjusted EBITDA to shareholders(1)

$ 1,618 $ 1,589 2 %

Loss Ratio 98.4 % 66.9 % 3150 bps

Expense Ratio 51.3 % 35.2 % 1610 bps

Combined Ratio 149.7 % 102.1 % 4760 bps

(1) See Non-GAAP Financial Data section of this press release for further information

OSG Corporate (holding company only)

OSG on a standalone basis, excluding its ownership interests in its Specialty P&C Insurance and Insurance Distribution subsidiaries, had net assets of $61 million as of March 31, 2026. Assets included cash and liquid securities of $39 million and other investments of $22 million.

Consolidated Octave Specialty Group, Inc. Stockholders' Equity and NCI Impact to EPS

Stockholders’ equity attributable to common shareholders at March 31, 2026, was $713 million, or $15.83 per share compared to $716 million or $15.90 per share as of December 31, 2025. The decline was primarily a result of the total comprehensive loss attributable to common shareholders of $(14) million, partially offset by increased additional paid-in capital of $10 million related to changes in noncontrolling interest and stock compensation.

Calculation of Earnings (Loss) Per Share (EPS)

Diluted net income (loss) per share is computed by dividing net income (loss) attributable to shareholders, including adjustments to the redemption value of redeemable noncontrolling interests, by the basic weighted-average shares outstanding plus all potentially dilutive common shares outstanding during the period. The following table provides a reconciliation of net income (loss) attributable to shareholders to the numerator in the diluted earnings per share calculation, together with the resulting earnings per share amounts:

Three Months Ended March 31,

(in thousands, except per share data)

2026 2025

Net income (loss) from continuing operations attributable to shareholders $ (6,851) $ (16,144)

Adjustment for Redeemable NCI 807 (10,825)

Numerator of diluted EPS $ (6,044) $ (26,969)

Per Share — Diluted $ (0.13) $ (0.57)

Net income (loss) attributable to shareholders $ (6,851) $ (46,391)

Adjustment for Redeemable NCI 807 (10,825)

Numerator of diluted EPS $ (6,044) $ (57,216)

Per Share — Diluted $ (0.13) $ (1.21)

WASO-Diluted 45,303 47,313

OCTAVE SPECIALTY GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Income (Loss) (Unaudited)

Three Months Ended March 31,

($ in thousands, except share data) 2026 2025

Revenues:

Commissions $ 68,178 $ 36,771

Servicing and other fees 9,362 4,964

Net premiums earned 20,001 15,678

Program fees 3,644 3,652

Investment income 2,355 2,815

Other 630 (1,124)

Total revenues 104,170 62,756

Expenses:

Commissions 14,005 10,365

Losses and loss adjustment expenses 19,679 10,496

Policy acquisition costs 6,371 3,841

General and administrative 53,155 38,531

Intangible amortization and depreciation 12,214 9,176

Interest 2,090 5,454

Total expenses 107,514 77,863

Pretax income (loss) from continuing operations (3,344) (15,107)

Provision (benefit) for income taxes from continuing operations (481) (617)

Net income (loss) from continuing operations (2,863) (14,490)

Net income (loss) from discontinued operations — (30,247)

Net income (loss) (2,863) (44,737)

Net (gain) loss attributable to noncontrolling interest (3,988) (1,654)

Net income (loss) attributable to shareholders $ (6,851) $ (46,391)

Net income (loss) from continuing operations attributable to stockholders $ (6,851) $ (16,144)

Net income (loss) from discontinued operations attributable to stockholders — (30,247)

Net income (loss) attributable to shareholders $ (6,851) $ (46,391)

Net income (loss) from continuing operations per share attributable to stockholders

Basic $ (0.13) $ (0.57)

Diluted $ (0.13) $ (0.57)

Net income (loss) per share attributable to stockholders

Basic $ (0.13) $ (1.21)

Diluted $ (0.13) $ (1.21)

Weighted-average number of common shares outstanding:

Basic 45,302,933 47,313,012

Diluted 45,302,933 47,313,012

OCTAVE SPECIALTY GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

($ in thousands, except share data) March 31,

2026 December 31,

2025

(Unaudited)

Assets:

Investments:

Fixed maturity securities, at fair value (amortized cost: $139,242 and $123,414) $ 137,092 $ 122,295

Short-term investments, at fair value (amortized cost: $92,295 and $146,434) 92,295 146,442

Other investments (includes $7,454 and $7,454 at fair value) 24,971 24,971

Total investments (net of allowance for credit losses of $0 and $0) 254,358 293,708

Cash and cash equivalents (including $46,634 and $40,754 of restricted cash) 93,537 68,440

Premium receivables (net of allowance for credit losses of $500 and $500) 87,653 75,085

Commission and fees receivable 106,198 86,549

Reinsurance recoverable on paid and unpaid losses (net of allowance for credit losses of $100 and $100) 469,859 436,092

Deferred ceded premium 145,420 146,365

Policy acquisition costs 16,451 9,732

Intangible assets, less accumulated amortization 458,380 474,998

Goodwill 533,497 540,345

Other assets (net of allowance for credit losses of $350 and $350) 101,673 92,003

Total assets $ 2,267,026 $ 2,223,317

Liabilities and Stockholders’ Equity:

Liabilities:

Unearned premiums $ 198,681 $ 187,178

Loss and loss adjustment expense reserves 487,261 459,990

Ceded premiums payable 89,148 80,561

Deferred program fees and reinsurance commissions 6,929 6,978

Commission payable 118,086 115,555

Deferred taxes 60,553 65,217

Long-term debt 117,062 117,558

Accrued interest payable 1,305 1,343

Other liabilities 158,458 102,771

Total liabilities 1,237,483 1,137,151

Redeemable noncontrolling interest 195,969 252,981

Stockholders’ equity:

Preferred stock, par value $0.01 per share; 20,000,000 shares authorized shares; issued and outstanding shares—none — —

Common stock, par value $0.01 per share; 130,000,000 shares authorized; issued shares: 48,876,882 and 48,876,882 489 489

Additional paid-in capital 380,263 369,860

Accumulated other comprehensive income 1,224 8,483

Retained earnings 363,751 370,431

Treasury stock, shares at cost: 3,863,290 and 3,871,598 (33,109) (33,473)

Total Octave Specialty Group, Inc. stockholders’ equity 712,618 715,790

Nonredeemable noncontrolling interest 120,956 117,395

Total stockholders’ equity 833,574 833,185

Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 2,267,026 $ 2,223,317

Non-GAAP Financial Data

In addition to reporting the Company’s quarterly financial results in accordance with GAAP, the Company is reporting non-GAAP financial measures: EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, Organic Revenue Growth Rate (Insurance Distribution segment only), Adjusted Net Income and Adjusted Net Income Margin. These amounts are derived from our consolidated financial information, but are not presented in our consolidated financial results because they are not calculated in accordance with GAAP.

We present non-GAAP supplemental financial information because we believe such information is of interest to the investment community, and that it provides greater transparency and enhanced visibility into the underlying drivers and performance of our businesses on a basis that may not be otherwise apparent on a GAAP basis. We view these non-GAAP financial measures as important indicators when assessing and evaluating our performance on a segmented and consolidated basis, and they are presented to improve the comparability of our results between periods by eliminating the impact of the items that may not be representative of our core operating performance. These non-GAAP financial measures are not substitutes for the Company’s GAAP reporting, should not be viewed in isolation, and may differ from similar reporting provided by other companies, which may define non-GAAP measures differently

The following paragraphs define each non-GAAP financial measure. A tabular reconciliation of the non-GAAP financial measure to the most comparable GAAP financial measure is also presented below.

Non-GAAP Financial Measures

Organic Revenue Growth & Rate (Insurance Distribution Only) — Organic revenue is based on commissions and fees for the relevant period by excluding (i) the first twelve months of commissions and fees generated from acquisitions, (ii) commissions and fees from divestitures and (iii) other items such as contingent commissions, profit commissions and the impact of changes in foreign exchange rates.

Organic Revenue Growth is the change in organic revenue period-to-period, with prior period results adjusted to (i) include commissions and fees that were excluded from organic revenue in the prior period and reached the twelve-month owned mark in the current period, and (ii) exclude commissions and fees related to divestitures from organic revenue.

Total Specialty P&C Insurance Production includes gross premiums written by Octave's Specialty P&C Insurance segment and premiums placed by the Insurance Distribution segment. Specialty P&C Insurance revenues are dependent on gross premiums written, as specialty program insurance companies earn premiums based on the portion of gross premiums written retained (i.e., net premiums written) and fees on gross premiums written that are ceded to reinsurers. Insurance Distribution revenues are dependent on premium volume, as Managing General Agents/Underwriters and brokers receive commissions based on the amount of premiums placed (i.e., gross premiums written on behalf of insurance carriers) with insurance carriers.

EBITDA — EBITDA is net income (loss) from continuing operations before interest expense, income taxes, depreciation and amortization of intangible assets.

EBITDA Margin — EBITDA divided by total revenues.

Adjusted EBITDA and Adjusted EBITDA Margin — We define Adjusted EBITDA as net income (loss) from continuing operations before interest expense, income taxes, depreciation, amortization of intangible assets, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, acquisition and integration-related expenses, severance, and other exceptional or non-recurring items, including those related to raising capital. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of income and expenses that may obfuscate business performance, and that the presentation of this measure enhances an investor's understanding of our financial performance.

Adjusted Net Income and Adjusted Net Income Margin — We define Adjusted Net Income as net income (loss) from continuing operations attributable to Octave adjusted for amortization of intangible assets, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, acquisition and integration-related expenses, severance and non-recurring income and loss items that, in the opinion of management, significantly affect the period-over-period assessment of operating results, and the related tax effect of those adjustments. Per share amounts exclude any impact of revaluing noncontrolling interests

as otherwise reported under GAAP earnings per share. We believe that Adjusted Net Income is an appropriate measure of operating performance because it eliminates the impact of income and expenses that may obfuscate business performance.

Results of Operations by Segment (Continued)

Three Months Ended March 31, 2026 Specialty Property & Casualty Insurance Insurance Distribution Corporate & Other Consolidated

($ in thousands)

Gross premiums written $ 103,716 $ 103,716

Net premiums written 32,449 32,449

Total revenues 25,299 78,526 345 104,170

Total expenses 33,581 61,741 12,192 107,514

Pretax income (loss) (8,282) 16,785 (11,847) (3,344)

Provision (benefit) for income taxes (592) (368) 479 (481)

Net income (loss) $ (7,690) $ 17,153 $ (12,326) $ (2,863)

Adjustments to EBITDA

Add: Interest expense $ 2,090 $ 2,090

Add: Income tax expense (592) (368) 479 (481)

Add: Depreciation — 295 272 567

Add: Intangible amortization 11,647 11,647

EBITDA $ (8,282) $ 30,817 $ (11,575) $ 10,960

EBITDA attributable to shareholders $ (8,282) $ 23,467 $ (11,575) $ 3,610

Adjustments to Adjusted EBITDA

Add: Acquisition and integration-related expenses $ — $ 1,404 $ 1,064 $ 2,468

Add: Equity-based compensation expense 697 774 3,121 4,592

Add: Change in fair value of contingent considerations — — — —

Add: Restructuring related expense — — — —

Add: Severance and restructuring expense 1,291 — 419 1,710

Add: Other non-operating (income) losses 7,912 — 82 7,994

Adjusted EBITDA $ 1,618 $ 32,995 $ (6,889) $ 27,724

Adjusted EBITDA attributable to shareholders $ 1,618 $ 25,340 $ (6,889) $ 20,069

Net income (loss) $ (7,690) $ 17,153 $ (12,326) $ (2,863)

Adjustments:

Add: Acquisition and integration-related expenses — 1,404 1,064 2,468

Add: Intangible amortization — 11,647 — 11,647

Add: Equity-based compensation expense 697 774 3,121 4,592

Add: Severance and restructuring expense 1,291 — 419 1,710

Add: Other non-operating (income) losses 7,912 — 82 7,994

Adjusted net income (loss) before tax and NCI 2,210 30,978 (7,640) 25,548

Income tax effects (1,055) (2,229) 1,055 (2,229)

Adjusted net income (loss) before NCI 1,155 28,749 (6,585) 23,319

Net (income) loss attributable to noncontrolling interest — (6,704) — (6,704)

Adjusted net income (loss) attributable to shareholders $ 1,155 $ 22,045 $ (6,585) $ 16,615

Net income (loss) margin (30.4) % 21.8 % NM (2.7) %

Adjusted EBITDA Margin 6.4 % 42.0 % NM 26.6 %

Adjusted EBITDA Margin to shareholders 6.4 % 32.3 % NM 19.3 %

Adjusted net income (loss) after NCI margin 4.6 % 28.1 % NM 15.9 %

Three Months Ended March 31, 2025 Specialty Property & Casualty Insurance Insurance Distribution Corporate & Other Consolidated

($ in thousands)

Gross premiums written $ 86,915 $ 86,915

Net premiums written 18,004 18,004

Total revenues from Continuing Operations 21,171 40,998 587 62,756

Total expenses from Continuing Operations 19,668 43,241 14,954 77,863

Pretax income (loss) 1,503 (2,243) (14,367) (15,107)

Provision (benefit) for income taxes 78 (500) (195) (617)

Net income (loss) from Continuing Operations

$ 1,425 $ (1,743) $ (14,172) $ (14,490)

Adjustments to EBITDA

Add: Interest expense $ — $ 5,454 $ — $ 5,454

Add: Income tax expense 78 (500) (195) (617)

Add: Depreciation — 109 304 413

Add: Intangible amortization — 8,763 — 8,763

EBITDA from Continuing Operations

1,503 12,083 (14,063) (477)

EBITDA from Continuing Operations attributable to shareholders $ 1,503 $ 7,083 $ (14,063) $ (5,477)

Adjustments to Adjusted EBITDA

Add: Acquisition and integration-related expenses $ — $ — $ 682 $ 682

Add: Equity-based compensation expense 86 — 1,574 1,660

Add: Severance and restructuring expense — 29 1,819 1,848

Add: Other non-operating (income) losses — — — —

Adjusted EBITDA 1,589 12,112 (9,988) 3,713

Adjusted EBITDA to attributable to shareholders $ 1,589 $ 7,112 $ (9,988) $ (1,287)

Net income (loss) (Continuing Operations) $ 1,425 $ (1,743) $ (14,172) $ (14,490)

Adjustments:

Add: Acquisition and integration-related expenses — — 682 682

Add: Intangible amortization — 8,763 — 8,763

Add: Equity-based compensation expense 86 — 1,574 1,660

Add: Severance and restructuring expense — 29 1,819 1,848

Add: Other non-operating (income) losses — — — —

Adjusted net income (loss) before tax and NCI 1,511 7,049 (10,097) (1,537)

Income tax effects — — — —

Adjusted net income (loss) before NCI 1,511 7,049 (10,097) (1,537)

Net (income) loss attributable to noncontrolling interest — (4,500) — (4,500)

Adjusted net income (loss) attributable to shareholders $ 1,511 $ 2,549 $ (10,097) $ (6,037)

Net income (loss) margin 6.7 % (4.3) % NM (23.1) %

Adjusted EBITDA Margin 7.5 % 29.5 % NM 5.9 %

Adjusted EBITDA Margin to shareholders 7.5 % 17.3 % NM (2.1) %

Adjusted net income (loss) after NCI margin 7.1 % 6.2 % NM (9.6) %

Organic Growth

Three Months Ended March 31,

($ in thousands) 2026 2025 % Growth

Total Insurance Distribution revenue (1)

$ 78,526 $ 40,998 91.5 %

Less: Acquired revenues (21,121) —

Less: Profit commission and contingent commission income (6,188) (4,691)

Less: Impact of F.X. rates (1,277) 1,146

Less: Other conforming adjustments (2)

— (2,233)

Total Organic Revenue & Growth Percentage 49,940 35,220 41.8 %

(1)Total Insurance Distribution revenue includes investment income

(2)Change in accounting in 1Q26 related to an MGA contracts on a net basis, normalizing the prior year for consistency.

Total Specialty P&C Insurance Production

Specialty P&C Insurance production includes gross premiums written by Octave's Specialty P&C Insurance segment and premiums placed by the Insurance Distribution segment.

Three Months Ended March 31,

($ in thousands)

2026 2025

% Change

Specialty Property & Casualty Insurance Gross Premiums Written $ 103,716 $ 86,915 19 %

Insurance Distribution Premiums Placed 426,833 233,186 83 %

Specialty P&C Insurance Production $ 530,549 $ 320,101 66 %

About Octave

Octave Specialty Group, Inc. is a global specialty insurance firm that builds, buys, and scales niche insurance distribution and underwriting businesses. With a focus on operational excellence, disciplined growth, and innovation, Octave is creating a harmonized portfolio of companies that deliver exceptional performance and long-term value for shareholders. For more information, visit www.octavegroup.com.

The Amended and Restated Certificate of Incorporation of Octave contains substantial restrictions on the ability to transfer Octave’s common stock. Subject to limited exceptions, any attempted transfer of common stock shall be prohibited and void to the extent that, as a result of such transfer (or any series of transfers of which such transfer is a part), any person or group of persons shall become a holder of 5% or more of Octave’s common stock or a holder of 5% or more of Octave’s common stock increases its ownership interest.

Contact

Karen Beyer

Managing Director, Investor Relations

(212) 208-3222

ir@octavegroup.com

Forward-Looking Statements

This press release, and any related oral statements, contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “project,” “plan,” “believe,” “anticipate,” “intend,” “planned,” “potential” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” “could,” and “may,” or the negative of those expressions or verbs, identify forward-looking statements. We caution readers that these statements are not guarantees of future performance. Forward-looking statements are not historical facts, but instead represent only our beliefs regarding future events, which may by their nature be inherently uncertain and some of which may be outside our control. These statements may relate to plans and objectives with respect to the future, among other things, which may change. We are alerting you to the possibility that our actual results may differ, possibly materially, from the expected objectives or anticipated results that may be suggested, expressed or implied by these forward-looking statements. Important factors that could cause our results to differ, possibly materially, from those indicated in the forward-looking statements include, among others, those discussed under “Risk Factors.” in our most recent SEC filed quarterly or annual report.

Any or all of management’s forward-looking statements, whether contained herein or in other publications, may prove to be incorrect and are based on management’s current belief or opinions. Octave Specialty Group’s (“OSG”) and its subsidiaries’ (collectively, “Octave” or the “Company”) actual results may differ materially from those expressed in, or implied by, these forward-looking statements, and there are no guarantees about the performance of Octave’s securities. Among events, risks, uncertainties or factors that could cause actual results to differ materially are: (1) the high degree of volatility in the price of OSG’s common stock; (2) uncertainty concerning the Company’s ability to achieve value for holders of its securities from the specialty property and casualty insurance business, the insurance distribution business, or related businesses; (3) greater than expected underwriting losses in the Company’s specialty property and casualty insurance business resulting in inadequacy of loss and loss expense reserves and the possibility that changes in reserves may result in further volatility of earnings or financial results; (4) credit risk throughout Octave’s business, including but not limited to issuers of securities in our investment portfolios, and exposures to reinsurers; (5) the Company’s level of indebtedness, including its ability to generate sufficient cash to service obligations, refinance existing debt, or obtain additional financing on acceptable terms, and the resulting impact on financial condition and operating flexibility; (6) dependence on third parties, including specialty insurance program partners, reinsurers, distribution relationships, and other service providers, and the risk of failures or disruptions in their performance; (7) inability to obtain reinsurance coverage on economic terms; (8) loss of key relationships for the production of business in our specialty property and casualty and insurance distribution businesses or the inability to secure such additional relationships to produce expected results; (9) the impact of catastrophic public health events, environmental or natural events, or political events, including as a result of global or regional conflicts; (10) restrictive covenants in agreements and instruments that impair Octave’s ability to pursue or achieve its business strategies; (11) regulatory risks, including disagreements with insurance regulators, changes in laws or regulations, and the Company’s ability to adapt to an evolving regulatory environment; (12) risks related to changes in the composition, valuation, or performance of the Company’s investment portfolio, including interest rate and foreign currency exchange rate fluctuations; (13) events or circumstances that result in the impairment of our intangible assets and/or goodwill that were recorded in connection with Octave’s acquisitions; (14) the risk of litigation, regulatory inquiries, investigations, claims or proceedings, and the risk of adverse outcomes in connection therewith; (15) system security risks, data protection breaches and cyberattacks; (16) our inability to attract and retain qualified executives, senior managers and other employees, or the loss of such personnel; (17) greater competition for our specialty property and casualty insurance business and/or our insurance distribution business; (18) loss or lowering of the AM Best rating for our property and casualty insurance company subsidiaries; (19) disintermediation within the insurance industry or greater competition from technology-based insurance solutions or non-traditional insurance markets; (20) changes in law or in the functioning of the healthcare market that impair the business model of our accident and health managing general agents; (21) failure to successfully execute business expansion initiatives, integrate acquired businesses, or realize anticipated benefits from such efforts and significant obligations under put rights granted in completed acquisitions; and (22) other risks and uncertainties that have not been identified at this time.

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