OCTAVE SPECIALTY GROUP INC
For the period ended Dec 31, 2025. Filed Mar 4, 2026.
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FY2025 · Filed Mar 4, 2026
OSG$4.99-2.9%Stored close · as of Nov 6, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as a part of this report:
- Financial Statements
The consolidated financial statements included in Part II, Item 8 above are filed as part of this Annual Report on Form 10-K.
- Financial Statement Schedules
The financial statement schedules filed herein, which are the only schedules required to be filed, are as follows:
| Page | |
|---|---|
| Schedule I — Summary of Investments Other Than Investments in Related Parties | 99 |
| Schedule II — Condensed Financial Information of Registrant (Parent Company Only) | 100 |
| Schedule III — Supplementary Insurance Information | 105 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Description · Form · Filing Date · Exhibit Number · Filed Herewith | |||||
| (2) Plan of Acquisition/Reorganization: | |||||
| 2.1 | Second Modified Fifth Amended Plan of Reorganization of Ambac Financial Group, Inc., effective as of May 1, 2013 | 10-K | 03/03/14 | 99.3 | |
| (3) Articles of Incorporation and bylaws: | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Octave Specialty Group, Inc. | 8-K | 11/10/25 | 3.1 | |
| 3.2 | Amended and Restated By-Laws of Octave Specialty Group, Inc. | 8-K | 11/10/25 | 3.2 | |
| (4) Instruments defining the rights of security holders, including indentures: | |||||
| 4.1 | Description of Capital Stock | 8-A | 05/01/13 | ||
| 4.2 | Specimen form of common stock certificate | 8-A | 05/01/13 | 4.1 | |
| 4.3 | Warrant Agreement, by and between Ambac Financial Group, Inc. and American Acorn Holdings, LLC, dated as of September 29, 2025. | 8-K | 09/29/25 | 4.1 | |
| (10) Material contracts and management compensation plans and arrangements: | |||||
| 10.1 | Ambac Financial Group, Inc.'s Long-Term Incentive Compensation Plan | 10-Q | 08/11/14 | 10.1 | |
| 10.2 | Form of Restricted Stock Unit Award Agreement for directors | X | |||
| 10.3 | Closing Agreement between Ambac Financial, Group, Inc. and Commissioner of Internal Revenue, dated April 30, 2013 | 8-K | 05/03/13 | 10.2 | |
| 10.4 | Lease, dated as of March 1, 2011, by and between One State Street, LLC and Ambac Assurance Corporation | 10-K | 03/16/11 | 10.34 | |
| 10.5 | Ambac Financial Group, Inc. Severance Pay Plan (Applicable to termination on or after December 16, 2021) | 10-K | 02/24/22 | 10.10 | |
| 10.6 | Lease Modification dated as of September 8, 2015 to the Lease dated as of March 1, 2011, by and between One State Street, LLC and Ambac Assurance Corporation | 10-K | 02/29/16 | 10.27 | |
| 10.7 | SUBLEASE dated as of January 30, 2019, between Advance Magazine Publishers Inc. (D/B/A CONDE NAST), and Ambac Assurance Group Corporation | 10-K | 03/02/20 | 10.45 | |
| 10.8 | 2020 Incentive Compensation Plan | Def 14A | 04/15/20 | Ex. B | |
| 10.9 | Purchase Agreement, by and among, Ambac Assurance Corporation, Ambac Financial Group, Inc. and certain funds or accounts affiliated with or managed by CVC Credit Partners, LLC, CVC Credit Partners Investment Management Limited and EJF Capital LLC, dated as of January 19, 2021 | 8-K | 01/25/21 | 1.01 | |
| 10.10 | Executive Stock Deferral Plan dated June 24, 2021 | 8-K | 06/30/21 | 10.1 | |
| 10.11 | Employment Agreement dated as of October 5, 2023, by and among Ambac Financial Group, Inc., Ambac Assurance Corporation and Daniel McGinnis | 10-Q | 11/07/23 | 10.2 | |
| 10.12 | Form of 2023 Restricted Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick and Ksenak. | 10-Q | 05/09/23 | 10.1 | |
| 10.13 | Form of 2023 Restricted Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. Barranco, Eisman, McGinnis and Ms. Smith. | 10-Q | 05/09/23 | 10.2 | |
| 10.14 | Form of 2023 Performance Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick and Ksenak. | 10-Q | 05/09/23 | 10.3 | |
| 10.15 | Form of 2023 Performance Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. Barranco, Eisman, McGinnis and Ms. Smith. | 10-Q | 05/09/23 | 10.4 | |
| 10.16 | Stipulation and Order - Office of the Commissioner of Insurance of the State of Wisconsin, in the Matter of Ambac Assurance Corporation effective as of February 22, 2024 | 10-K | 02/27/24 | 10.38 | |
| 10.17 | 2024 Incentive Compensation Plan | Def 14A | 04/26/24 | Appendix A | |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Description | Form | Filing Date | Exhibit Number | Filed Herewith |
| 10.18 | Form of 2024 Restricted Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick, Ksenak, McGinnis and Ms. Smith. | 10-Q | 05/06/24 | 10.1 |
| 10.19 | Form of 2024 Restricted Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. Barranco and Eisman. | 10-Q | 05/06/24 | 10.2 |
| 10.20 | Form of 2024 Performance Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick, Ksenak, McGinnis and Ms. Smith. | 10-Q | 05/06/24 | 10.3 |
| 10.21 | Form of 2024 Performance Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. Barranco and Eisman. | 10-Q | 05/06/24 | 10.4 |
| 10.22 | Stock Purchase Agreement, by and between Ambac Financial Group, Inc. and American Acorn Corporation, dated as of June 4, 2024. | 8-K | 06/05/24 | 2.2 |
| 10.23 | Shareholders’ Agreement by and among Ambac Financial Group, Inc., Cirrata V LLC, Beat Capital Partners Limited and the sellers set forth therein, dated as of August 1, 2024 . | 8-K | 08/02/24 | 10.1 |
| 10.24 | Credit Agreement, by and between Ambac Financial Group, Cirrata V LLC, Cirrata Group, LLC, Cirrata V UK Ltd and UBS AG, dated as of August 1, 2024. | 8-K | 08/02/24 | 10.2 |
| 10.25 | Share Purchase Agreement, by and among Ambac Financial Group, Inc., Cirrata V LLC, Beat Capital Partners Limited and the sellers set forth therein, dated as of June 4, 2024. | 8-K | 06/05/24 | 2.2 |
| 10.26 | Form of Investor Rights Agreement to be entered into at the closing of the sale of Ambac Assurance Corporation to funds managed by Oaktree Capital Management, L.P. | 8-K | 06/05/24 | 10.2 |
| 10.27 | Form of Shareholders’ Agreement by and among Ambac Financial Group, Inc., Cirrata V LLC, Beat Capital Partners Limited and the sellers set forth therein. | 8-K | 06/05/24 | 10.4 |
| 10.28 | Commitment Letter dated June 4, 2024, by UBS AG, Stamford Branch and UBS Securities LLC to Cirrata V LLC. | 8-K | 06/05/24 | 10.5 |
| 10.29 | First Amendment to the Stock Purchase Agreement, by and between Ambac Financial Group, Inc. and American Acorn Corporation, dated as of July 3, 2025. | 8-K | 07/07/25 | 2.1 |
| 10.30 | Letter Agreement, by and between Ambac Financial Group, Inc. and American Acorn Corporation, dated as of July 3, 2025.* | 8-K | 07/07/25 | 10.1 |
| 10.31 | First Amendment dated as of June 10, 2025 to the Credit Agreement, by and between Ambac Financial Group, Cirrata V LLC, Cirrata Group, LLC, Cirrata V UK Ltd and UBS AG, dated as of August 1, 2024. | 10-Q | 08/07/25 | 10.3 |
| 10.32 | Form of 2025 Performance Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick, Ksenak, McGinnis and Ms. Smith. | 10-Q | 08/07/25 | 10.4 |
| 10.33 | Form of 2025 Restricted Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick, Ksenak, McGinnis and Ms. Smith. | 10-Q | 08/07/25 | 10.5 |
| 10.34 | Investor Rights Agreement, by and between Ambac Financial Group, Inc. and American Acorn Holdings, LLC, dated as of September 29, 2025. | 8-K | 09/29/25 | 10.1 |
| 10.35 | Membership Interest Purchase Agreement, dated September 29, 2025, by and among Sirius Acquisitions Holding Company, Cirrata VI, LLC, Sirius Re Holdings, Inc., and Ambac Financial Group, Inc. | 8-K | 09/29/25 | 10.1 |
| 10.36 | Commitment Letter, dated as of September 29, 2025, by and among Cirrata Group LLC, Cirrata V LLC, Cirrata V UK Limited, Cirrata VI, LLC, Truist Bank and Truist Securities, Inc. | 8-K | 09/29/25 | 10.2 |
| 10.37 | Employment Agreement dated as of September 29, 2025 by and among Octave Specialty Group, Inc. (formerly known as Ambac Financial Group, Inc. and Claude LeBlanc. | 8-K | 09/29/25 | 10.1 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Description · Form · Filing Date · Exhibit Number · Filed Herewith | |||||
| 10.38 | Employment Agreement dated as of September 29, 2025 by and among Octave Specialty Group, Inc. (formerly known as Ambac Financial Group, Inc.) and David Trick | 8-K | 09/29/25 | 10.2 | |
| 10.39 | Employment Agreement dated as of September 29, 2025 by and among Octave Specialty Group, Inc. (formerly known as Ambac Financial Group, Inc. and R. Sharon Smith | 8-K | 09/29/25 | 10.3 | |
| 10.40 | Form of Restricted Stock Unit Agreement for Special RSU Award between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick and Ms. Smith | 8-K | 09/29/25 | 10.4 | |
| 10.41 | Form of Performance Stock Option Agreement for Special Performance-Based Stock Option Award between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick and Ms. Smith | 8-K | 09/29/25 | 10.5 | |
| 10.42 | Amendment No. 1 to 2024 Incentive Compensation Plan, dated as of September 26, 2025 | 8-K | 09/29/25 | 10.6 | |
| 10.43 | Credit Agreement, dated as of October 31, 2025, by and among Cirrata Group LLC, Cirrata V LLC, Cirrata V UK Limited, Cirrata VI, LLC, ArmadaCorp Capital, LLC, ArmadaCare, LLC, Armada Administrators LLC, the several banks and other financial institutions and lenders from time to time party thereto, and Truist Bank* | 8-K | 11/03/25 | 10.1 | |
| 10.44 | Employment Agreement dated as of August 11, 2025, by and among Ambac Financial Group, Inc. and Lawrence Metz | X | |||
| (19) Insider Trading Policy | |||||
| 19.1 | Octave Insider Trading Policy | 10-K | X | ||
| (97) Recoupment Policy | |||||
| 97.1 | Octave Specialty Group, Inc. - Recoupment Policy | 10-K | 02/27/24 | 97.1 | |
| Other exhibits, filed or furnished, as indicated: | |||||
| 21.1 | List of Subsidiaries of Octave Specialty Group, Inc. | X | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | |||
| 24.1 | Power of Attorney for directors of Octave Specialty Group, Inc. | X | |||
| 31.1 | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) Promulgated under the Securities Exchange Act of 1934, as amended | X | |||
| 31.2 | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) Promulgated under the Securities Exchange Act of 1934, as amended | X | |||
| 32.1++ | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 101.INS · XBRL Instance Document. | |||||
| 101.SCH · XBRL Taxonomy Extension Schema Document. | |||||
| 101.CAL · XBRL Taxonomy Extension Calculation Linkbase Document. | |||||
| 101.LAB · XBRL Taxonomy Extension Label Linkbase Document. | |||||
| 101.PRE · XBRL Taxonomy Extension Presentation Linkbase Document. | |||||
| 101.DEF · XBRL Taxonomy Extension Definition Linkbase Document. | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
| ++ Furnished herewith. | |||||
| * Certain schedules and other similar attachments to such agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request. | |||||
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