OCTAVE SPECIALTY GROUP INC

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 9, 2026

OSG$5.27+5.6%Stored close · as of Nov 9, 2026

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Contents

Non-GAAP Financial Measures

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.

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 capital raising. 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.

Octave Specialty Group, Inc.	42	Third Quarter 2026 Form 10-Q

	Three Months Ended September 30, 2026					Three Months Ended September 30, 2025
	Specialty Property & Casualty Insurance	Insurance Distribution	Corporate & Other	Eliminations	Total	Specialty Property & Casualty Insurance	Insurance Distribution	Corporate & Other	Eliminations	Total
Net income (loss) (Continuing Operations)	$1,271	$(3,115)	$(10,779)	$(235)	$(12,858)	$(53)	$(4,506)	$(26,279)	$—	$(30,838)
Adjustments:
Add: Interest expense	—	2,712	—	—	2,712	—	6,185	—	—	6,185
Add: Income tax expense (benefit)	101	(525)	(97)	—	(521)	8	(1,241)	(8)	—	(1,241)
Add: Depreciation expense	—	342	344	—	686	—	145	329	—	474
Add: Intangible amortization expense	—	11,628	—	—	11,628	—	9,272	—	—	9,272
EBITDA	1,372	11,042	(10,532)	(235)	1,647	(45)	9,855	(25,958)	—	(16,148)
Add: Impact of noncontrolling interests	—	(3,596)	—	142	(3,454)	—	(3,927)	—	—	(3,927)
EBITDA attributable to shareholders	1,372	7,446	(10,532)	(93)	(1,807)	(45)	5,928	(25,958)	—	(20,075)
Net income margin	4.1%	(5.3)%	NM	NM	(15.1)%	(0.2)%	(10.4)%	NM	NM	(46.3)%
Net income margin to shareholders	4.1%	(7.2)%	NM	NM	(16.2)%	(0.2)%	(12.5)%	NM	NM	(47.6)%
EBITDA margin	4.4%	18.9%	NM	NM	1.9%	(0.2)%	22.8%	NM	NM	(24.2)%
EBITDA margin to shareholders	4.4%	12.8%	NM	NM	(2.1)%	(0.2)%	13.7%	NM	NM	(30.1)%
Add: Acquisition and integration-related expenses	—	171	(194)	—	(23)	—	—	229	—	229
Add: Equity-based compensation expense	342	1,042	2,472	—	3,856	94	100	5,953	—	6,147
Add: Severance and restructuring expense	500	—	253	—	753	—	—	8,875	—	8,875
Add: Other non-operating (income) losses	—	—	900	—	900	—	—	2,008	—	2,008
Adjusted EBITDA	$2,214	$12,255	$(7,101)	$(235)	$7,133	$49	$9,955	$(8,893)	$—	$1,111
Impact of noncontrolling interest	—	(3,942)	—	142	(3,800)	—	(3,967)	—	—	(3,967)
Adjusted EBITDA to shareholders	$2,214	$8,313	$(7,101)	$(93)	$3,333	$49	$5,988	$(8,893)	$—	$(2,856)
Adjusted EBITDA margin	7.2%	21.0%	NM	NM	8.4%	0.2%	23.0%	NM	NM	1.7%
Adjusted EBITDA margin to shareholders	7.2%	14.2%	NM	NM	3.9%	0.2%	13.9%	NM	NM	(4.3)%

Octave Specialty Group, Inc.	43	Third Quarter 2026 Form 10-Q

Nine Months Ended September 30, 2026 · Nine Months Ended September 30, 2025
Specialty Property & Casualty Insurance · Insurance Distribution · Corporate & Other · Eliminations · Total · Specialty Property & Casualty Insurance · Insurance Distribution · Corporate & Other · Eliminations · Total
Net income (loss) (Continuing Operations)	$(5,300)	$12,713	$(34,742)		$(548)		$(27,877)		$1,799		$(14,237)		$(53,692)		$—		$(66,130)
Adjustments:
Add: Interest expense	—	7,576	—		—		7,576		—		17,209		—		—		17,209
Add: Income tax expense (benefit)	(366)	(414)	263		—		(517)		278		(3,922)		(386)		—		(4,030)
Add: Depreciation expense	—	987	921		—		1,908		—		343		1,073		—		1,416
Add: Intangible amortization expense	—	34,884	—		—		34,884		—		27,247		—		—		27,247
EBITDA	(5,666)	55,746	(33,558)		(548)		15,974		2,077		26,640		(53,005)		—		(24,288)
Add: Impact of noncontrolling interests	—	(16,163)	—		255		(15,908)		—		(11,132)		—			(11,132)
EBITDA attributable to shareholders	(5,666)	39,583	(33,558)		(293)		66		2,077		15,508		(53,005)		—		(35,420)
Net income margin	(6.4)%	6.5%	NM	NM		(10.2)%		2.8%		(12.1)%		NM	NM	(35.9)%
Net income margin to shareholders	(6.4)%	2.7%	NM	NM		(12.9)%		2.8%		(14.1)%		NM	NM	(37.1)%
EBITDA margin	(6.9)%	28.5%	NM	NM		5.9%		3.2%		22.7%		NM	NM	(13.2)%
EBITDA margin to shareholders	(6.9)%	20.3%	NM	NM		—%		3.2%		13.2%		NM	NM	(19.2)%
Add: Acquisition and integration-related expenses	—	2,026	1,558		—		3,584		—		375		1,310		—		1,685
Add: Equity-based compensation expense	1,411	2,807	8,243		—		12,461		241		167		9,422		—		9,830
Add: Severance and restructuring expense	1,932	—	1,121		—		3,053		—		60		13,612		—		13,672
Add: Other non-operating (income) losses	7,912	—	982		—		8,894		—		(591)		2,008		—		1,417
Adjusted EBITDA	$5,589	$60,579	$(21,654)		$(548)		$43,966		$2,319		$26,647		$(26,652)		$—		$2,314
Impact of noncontrolling interest	—	(17,134)	—		255		(16,879)		—		(11,048)		—		—		(11,048)
Adjusted EBITDA to shareholders	$5,589	$43,445	$(21,654)		$(293)		$27,087		$2,319		$15,599		$(26,652)		$—		$(8,734)
Adjusted EBITDA margin	6.8%	31.0%	NM	NM		16.1%		3.5%		22.7%		NM	NM	1.3%
Adjusted EBITDA margin to shareholders	6.8%	22.2%	NM	NM		9.9%		3.5%		13.3%		NM	NM	(4.7)%

Organic Revenue (Insurance Distribution Only) — Organic Revenue is defined as Insurance Distribution segment total revenue for the relevant period excluding (i) the first twelve months of revenue (e.g. commissions and fees) generated from acquisitions, (ii) revenue 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 revenue adjusted to (i) include revenue (e.g. commissions and fees) that were excluded from Organic Revenue in the prior period which reached the twelve-month owned mark in the current period, (ii) exclude revenue related to divestitures and (iii) exclude other items such as contingent commissions, profit commissions and the impact of changes in foreign exchange rates.

Organic Revenue Growth Rate is defined as the percentage change in Organic Revenue, as compared to the same period for the prior year, with prior period revenue adjusted to (i) include revenue (e.g. commissions and fees) that were excluded from Organic Revenue in the prior period which reached the twelve-month owned mark in the current period, (ii) exclude revenue

related to divestitures and (iii) exclude other items such as contingent commissions, profit commissions and the impact of changes in foreign exchange rates.

A reconciliation of OSG's Organic Revenue Growth Rate to our total Insurance Distribution revenue growth rate, the most directly comparable GAAP measure, for each of the periods indicated is as follows:

Three Months Ended September 30,	2026	2025	% Growth
Total Insurance Distribution Revenue & Growth Rate (1)	$58,364	$43,222	35.0%
Less: Acquired revenues	(7,181)	—
Less: Profit commission and contingent commission income	(4,816)	(1,940)
Less: Other conforming adjustments	—	(1,997)
Less: impact of F.X. rates	518	(1,056)
Total Organic Revenue & Growth Rate	$46,885	$38,229	22.6%

Octave Specialty Group, Inc.	44	Third Quarter 2026 Form 10-Q

Nine Months Ended September 30, 2026	2026	2025	% Growth
Total Insurance Distribution Revenue & Growth Rate (1)	$195,308	$117,261	66.6%
Less: Acquired revenues	(35,591)	—
Less: Profit commission and contingent commission income	(16,624)	(8,897)
Less: Other conforming adjustments	—	(6,310)
Less: impact of F.X. rates	(1,204)	2,654
Total Organic Revenue & Growth Rate	$141,889	$104,708	35.5%

(1)Total Insurance Distribution revenue includes investment income.

Adjusted Net Income and Adjusted Net Income Margin — We define Adjusted Net Income as net income (loss) from continuing operations attributable to shareholders 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 non-controlling 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.

	Three Months Ended September 30,
	2026					2025
	Specialty Property & Casualty Insurance	Insurance Distribution	Corporate & Other	Eliminations	Total	Specialty Property & Casualty Insurance	Insurance Distribution	Corporate & Other	Eliminations	Total
Net income (loss) (Continuing Operations)	$1,271	$(3,115)	$(10,779)	$(235)	$(12,858)	$(53)	$(4,506)	$(26,279)	$—	$(30,838)
Adjustments:
Add: Acquisition and integration-related expenses	—	171	(194)	—	(23)	—	—	229	—	229
Add: Intangible amortization expense	—	11,628	—	—	11,628	—	9,272	—	—	9,272
Add: Equity-based compensation expense	342	1,042	2,472	—	3,856	94	100	5,953	—	6,147
Add: Severance and restructuring expense	500	—	253	—	753	—	—	8,875	—	8,875
Add: Other non-operating (income) losses	—	—	900	—	900	—	—	2,008	—	2,008
Adjusted net income (loss) before tax adjustments and NCI	2,113	9,726	(7,348)	(235)	4,256	41	4,866	(9,214)	—	(4,307)
Income tax effects	(176)	(2,329)	213	—	(2,292)	—	(2,067)	—	—	(2,067)
Adjusted net income (loss) before NCI	1,937	7,397	(7,135)	(235)	1,964	41	2,799	(9,214)	—	(6,374)
Net (income) loss attributable to NCI	—	(3,371)	—	142	(3,229)	—	(3,583)	—	—	(3,583)
Adjusted net income (loss) to shareholders	1,937	4,026	(7,135)	(93)	(1,265)	41	(784)	(9,214)	—	(9,957)
Net income (loss) margin	4.1%	(5.3)%	NM	NM	(15.1)%	(0.2)%	(10.4)%	NM	NM	(46.3)%
Adjusted Net income (loss) attributable to stockholders margin	6.3%	6.9%	NM	NM	(1.5)%	0.2%	(1.8)%	NM	NM	(14.9)%

Octave Specialty Group, Inc.	45	Third Quarter 2026 Form 10-Q

	Nine Months Ended September 30,
	2026					2025
	Specialty Property & Casualty Insurance	Insurance Distribution	Corporate & Other	Eliminations	Total	Specialty Property & Casualty Insurance	Insurance Distribution	Corporate & Other	Eliminations	Total
Net income (loss) (Continuing Operations)	$(5,300)	$12,713	$(34,742)	$(548)	$(27,877)	$1,799	$(14,237)	$(53,692)	$—	$(66,130)
Adjustments:
Add: Acquisition and integration-related expenses	—	2,026	1,558	—	3,584	—	375	1,310	—	1,685
Add: Intangible amortization expense	—	34,884	—	—	34,884	—	27,336	—	—	27,336
Add: Equity-based compensation expense	1,411	2,807	8,243	—	12,461	241	167	9,422	—	9,830
Add: Severance and restructuring expense	1,932	—	1,121	—	3,053	—	60	13,612	—	13,672
Add: Other non-operating (income) losses	7,912	—	982	—	8,894	—	(591)	2,008	—	1,417
Adjusted net income (loss) before tax adjustments and NCI	5,955	52,430	(22,838)	(548)	34,999	2,041	13,106	(27,339)	—	(12,192)
Income tax effects	(2,363)	(6,865)	2,400	—	(6,828)	(15)	(3,959)	15	—	(3,959)
Adjusted net income (loss) before NCI	3,592	45,565	(20,438)	(548)	28,171	2,026	9,147	(27,324)	—	(16,151)
Net (income) loss attributable to noncontrolling interest	—	(14,889)	—	255	(14,634)	—	(10,395)	—	—	(10,395)
Adjusted net income (loss) attributable to shareholders	$3,592	$30,676	$(20,438)	$(293)	$13,537	$2,026	$(1,248)	$(27,324)	$—	$(26,546)
Net income (loss) margin	(6.4)%	6.5%	NM	NM	(10.2)%	2.8%	(12.1)%	NM	NM	(35.9)%
Adjusted Net income (loss) attributable to stockholders margin	4.3%	15.7%	NM	NM	5.0%	3.1%	(1.1)%	NM	NM	(14.4)%

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