Form 8-K

8-K — OCTAVE SPECIALTY GROUP INC

Accession: 0001628280-26-054440

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0000874501

SIC: 6351 (SURETY INSURANCE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ambc-20260806.htm (Primary)

EX-99.1 (a03-0532q26ex991osgpressre.htm)

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8-K

8-K (Primary)

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0000874501FALSE00008745012026-08-062026-08-06

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): August 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 August 6, 2026, Octave Specialty Group, Inc. issued a press release announcing financial results for its second quarter ended June 30, 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 August 6, 2026

EXHIBIT INDEX

Exhibit

Number Exhibit Description

99.1

Press Release dated August 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: August 6, 2026 By: /s/ Reid Powell

Reid Powell

Corporate Secretary and Assistant General Counsel

EX-99.1

Filename: a03-0532q26ex991osgpressre.htm · Sequence: 2

Document

Exhibit 99.1

Octave Specialty Group Reports Second Quarter 2026 Results

•Insurance Distribution Segment

◦Total revenue grew 77% to $58 million

◦Organic revenue growth equaled 44%

◦Net loss to Shareholders totaled $(4) million, compared to $(8) million in 2Q25

◦Adjusted EBITDA to Shareholders totaled $10 million, compared to $3 million in 2Q25

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

◦Gross and net premiums written totaled $95 million and $23 million, down (2)% and up 52%, respectively

◦Net income equaled $1 million, compared to $0.4 million in 2Q25

◦Adjusted EBITDA to Shareholders totaled $1.8 million, compared to $0.7 million in 2Q25

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

Claude LeBlanc, President and Chief Executive Officer of Octave, said "Our core Insurance Distribution business delivered another quarter of strong performance led by revenue growth of 77% and organic revenue growth of 44%. Our Insurance Distribution top-line success translated to a near fourfold increase in Adjusted EBITDA to shareholders during the second quarter of 2026 compared to 2025. These results reflect the successful 2025 acquisition of ArmadaCare and the diversification of our portfolio of MGAs against the backdrop of increasingly soft property market conditions."

LeBlanc continued, "While our efforts continue towards repositioning Everspan, we are encouraged by the trend in Everspan's results since these efforts began in the second half of 2024. During the second quarter of 2026 the combined ratio decreased more than 600 basis points from the prior year period led by a reduction of the loss ratio to 61.4%."

"During the quarter, we also further advanced our data and AI initiatives designed to both improve our operating platform as well as enhance underwriting and business production. We recently launched our proprietary, enterprise, AI-driven underwriting platform, which turns unstructured submissions into decision-ready risks. We expect this platform to enable us to significantly accelerate and improve underwriting decisions and bring additional MGAs to market more quickly."

Octave's Second Quarter 2026 Summary Results

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except per share data)(1)

2026 2025 % Change 2026 2025 % Change

Total revenues $ 82,995 $ 54,957 51% $ 187,165 $ 117,713 59%

Total expenses $ 94,666 $ 77,931 21% $ 202,180 $ 155,794 30%

Pretax income (loss) from continuing operations $ (11,671) $ (22,974) NM $ (15,015) $ (38,081) NM

Provision (benefit) for income taxes from continuing operations $ 485 $ (2,172) NM $ 4 $ (2,789) NM

Net income (loss) from continuing operations $ (12,156) $ (20,802) NM $ (15,019) $ (35,292) NM

Net income (loss) from continuing operations attributable to shareholders, net of tax $ (14,429) $ (20,548) NM $ (21,280) $ (36,692) NM

Net income (loss) from discontinued operations $ — $ (52,151) NM $ — $ (82,398) NM

Net income (loss) attributable to shareholders $ (14,429) $ (72,699) NM $ (21,280) $ (119,090) NM

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

$ (0.33) $ (0.42) (21)% $ (0.47) $ (0.99) (53)%

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

$ (0.33) $ (1.51) (78)% $ (0.47) $ (2.72) (83)%

Non-GAAP(2)

EBITDA to shareholders $ (1,737) $ (9,848) NM $ 1,873 $ (15,345) NM

Adjusted EBITDA to shareholders $ 3,685 $ (4,569) NM $ 23,754 $ (5,876) NM

Adjusted net income (loss) attributable to shareholders $ (1,813) $ (10,552) NM $ 14,802 $ (16,587) NM

Per Share

Adjusted EBITDA to shareholders per diluted share(2)

$ 0.08 $ (0.09) NM $ 0.52 $ (0.12) NM

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

$ (0.04) $ (0.22) (82)% $ 0.33 $ (0.35) NM

Weighted-average diluted shares outstanding

45,391 48,117 (6)% 45,347 47,738 (5)%

(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

Second Quarter 2026 Summary(4)

Total revenue for the second quarter of 2026 was $83.0 million, an increase of 51% compared to $55.0 million in the same prior-year period. The growth in total revenue was driven primarily by the Insurance Distribution segment, reflecting the acquisition of ArmadaCare and organic revenue growth of 44%.

Octave's net (loss) to shareholders for the second quarter of 2026 improved to $(14.4) million compared to $(20.5) million in the same prior-year period. The improvement was attributable to (i) our Insurance Distribution segment, which reported a net (loss) of $(3.7) million compared to $(7.7) million in the same prior-year period, (ii) our Specialty Property & Casualty segment, where Everspan reported net income of $1.1 million compared to $0.4 million in the same prior-year period, and (iii) a Corporate net loss of $(11.6) million compared to $(13.2) million in the same prior-year period.

Adjusted net (loss) to shareholders for the second quarter of 2026 improved to $(1.8) million, compared to $(10.6) million in the same prior-year period. Adjusted EBITDA to shareholders for the second quarter of 2026 improved to $3.7 million, compared to $(4.6) million in the same prior-year period. The improvement in Adjusted EBITDA to shareholders was driven by a $7.3 million increase in Insurance Distribution Adjusted EBITDA to shareholders, reflecting organic growth across our core MGA platform, the acquisition of ArmadaCare, and an increase in our ownership position in Octave Ventures (formerly known as Beat Capital Partners) to 70% from 60%. In addition, Everspan's Adjusted EBITDA to shareholders increased $1.1 million to $1.8 million in the second quarter of 2026 from $0.7 million a year ago.

(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 August 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 second quarter 2026 results and updated 2026 guidance 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 August 21, 2026, and can be accessed by dialing (Domestic) (844) 512-2921 or (International) (412) 317-6671; and using ID# 13761601.

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 June 30, Six Months Ended June 30,

($ in thousands)(1)

2026 2025 % Change 2026 2025 % Change

Premiums placed $ 314,367 $ 249,912 26 % $ 741,200 $ 483,098 53 %

Total revenues $ 58,418 $ 33,041 77 % $ 136,944 $ 74,039 85 %

Pretax income (loss) $ (846) $ (10,173) NM $ 15,939 $ (12,416) NM

Pretax income (loss) to shareholders(2)

$ (3,232) $ (9,919) NM $ 9,565 $ (13,816) NM

Net income (loss)

$ (1,325) $ (7,992) NM $ 15,828 $ (9,735) NM

Net income (loss) to shareholders(2)

$ (3,711) $ (7,738) NM $ 9,454 $ (11,135) NM

EBITDA(4)

$ 13,887 $ 4,698 196% $ 44,704 $ 16,781 166%

EBITDA to shareholders(2)(4)

$ 8,670 $ 2,513 245% $ 32,137 $ 9,576 236%

Adjusted EBITDA(4)

$ 15,329 $ 4,580 235% $ 48,324 $ 16,692 190%

Adjusted EBITDA to shareholders(2)(4)

$ 9,792 $ 2,519 289% $ 35,132 $ 9,611 266%

Adjusted net income (loss)(4)

$ 9,419 $ (701) NM $ 38,168 $ 6,348 501%

Adjusted net income (loss) to shareholders(2)(4)

$ 4,605 $ (3,013) NM $ 26,650 $ (464) NM

Pretax income margin to shareholders(3)

(5.5) % (30.0) % 2450 bps 7.0 % (18.7) % 2570 bps

Adjusted EBITDA margin to shareholders(4),(5)

16.8 % 7.6 % 920 bps 25.7 % 13.0 % 1270 bps

Organic Growth(4)

44.1 % (2.6) % 42.9 % (2.3) %

(1) Reflects segment results prior to intersegment activities eliminated in consolidation.

(2) After the impact of noncontrolling interests

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

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

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

Specialty Property & Casualty Insurance Segment

Three Months Ended June 30, Six Months Ended June 30,

($ in thousands)(1)

2026 2025 % Change 2026 2025 % Change

Gross premium written $ 94,702 $ 96,247 (2) % $ 198,418 $ 183,162 8 %

Net premiums written $ 23,142 $ 15,207 52 % $ 55,591 $ 33,212 67 %

Net premiums earned $ 21,749 $ 16,203 34 % $ 41,750 $ 31,881 31 %

Total revenue $ 26,403 $ 21,390 23 % $ 51,702 $ 42,561 21 %

Net income (loss)

$ 1,119 $ 428 161% $ (6,571) $ 1,852 NM

Adjusted EBITDA to shareholders(2)

$ 1,757 $ 681 158% $ 3,375 $ 2,270 49%

Loss Ratio 61.4 % 67.8 % (640) bps 79.1 % 67.4 % 1170 bps

Expense Ratio 39.2 % 38.9 % 30 bps 45.0 % 37.1 % 790 bps

Combined Ratio 100.6 % 106.7 % (610) bps 124.1 % 104.5 % 1960 bps

(1) Reflects segment results prior to intersegment activities eliminated in consolidation.

(2) 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 $48 million as of June 30, 2026. Assets included cash and liquid securities of $26 million and other investments of $22 million.

Consolidated Octave Specialty Group, Inc. Stockholders' Equity and Noncontrolling Interests ("NCI") Impact to EPS

Stockholders’ equity attributable to common shareholders at June 30, 2026, was $699 million, or $15.52 per share, compared to $713 million, or $15.83 per share, as of March 31, 2026. The decline was primarily a result of the total comprehensive loss attributable to common shareholders of $(12) million.

Calculation of Earnings (Loss) Per Share (EPS)

Diluted net income (loss) per share is computed by dividing net income (loss) attributable to shareholders, adjusted for the direct retained earnings impacts of changes to 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 June 30, Six Months Ended June 30,

(in thousands, except per share data)

2026 2025 2026 2025

Net income (loss) from continuing operations attributable to shareholders $ (14,429) $ (20,548) $ (21,280) $ (36,692)

Adjustment for Redeemable NCI (737) 220 $ 70 $ (10,605)

Numerator of diluted EPS $ (15,166) $ (20,328) $ (21,210) $ (47,297)

Per Share — Diluted $ (0.33) $ (0.42) $ (0.47) $ (0.99)

Net income (loss) attributable to shareholders $ (14,429) $ (72,699) $ (21,280) $ (119,090)

Adjustment for Redeemable NCI (737) 220 70 (10,605)

Numerator of diluted EPS $ (15,166) $ (72,479) $ (21,210) $ (129,695)

Per Share — Diluted $ (0.33) $ (1.51) $ (0.47) $ (2.72)

WASO-Diluted 45,391 48,117 45,347 47,738

OCTAVE SPECIALTY GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Income (Loss) (Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

($ in thousands, except share data) 2026 2025 2026 2025

Revenues:

Commissions $ 49,728 $ 30,322 $ 117,906 $ 67,093

Servicing and other fees 5,913 4,472 15,275 9,436

Net premiums earned 21,749 16,203 41,750 31,881

Program fees 3,293 3,497 6,937 7,149

Investment income 1,877 2,609 4,232 5,424

Other 435 (2,146) 1,065 (3,270)

Total revenues 82,995 54,957 187,165 117,713

Expenses:

Commissions 8,508 7,403 22,513 17,768

Losses and loss adjustment expenses 13,346 10,978 33,025 21,474

Policy acquisition costs 6,359 3,699 12,730 7,540

General and administrative 51,415 40,540 104,570 79,071

Intangible amortization and depreciation 12,264 9,741 24,478 18,917

Interest 2,774 5,570 4,864 11,024

Total expenses 94,666 77,931 202,180 155,794

Pretax income (loss) from continuing operations (11,671) (22,974) (15,015) (38,081)

Provision (benefit) for income taxes from continuing operations 485 (2,172) 4 (2,789)

Net income (loss) from continuing operations (12,156) (20,802) (15,019) (35,292)

Net income (loss) from discontinued operations — (52,151) — (82,398)

Net income (loss) (12,156) (72,953) (15,019) (117,690)

Net (gain) loss attributable to noncontrolling interest (2,273) 254 (6,261) (1,400)

Net income (loss) attributable to shareholders $ (14,429) $ (72,699) $ (21,280) $ (119,090)

Net income (loss) from continuing operations attributable to shareholders $ (14,429) $ (20,548) $ (21,280) $ (36,692)

Net income (loss) from discontinued operations attributable to shareholders — (52,151) — (82,398)

Net income (loss) attributable to shareholders $ (14,429) $ (72,699) $ (21,280) $ (119,090)

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

Basic $ (0.33) $ (0.42) $ (0.47) $ (0.99)

Diluted $ (0.33) $ (0.42) $ (0.47) $ (0.99)

Net income (loss) per share attributable to shareholders

Basic $ (0.33) $ (1.51) $ (0.47) $ (2.72)

Diluted $ (0.33) $ (1.51) $ (0.47) $ (2.72)

Weighted-average number of common shares outstanding:

Basic 45,390,612 48,116,503 45,347,014 47,738,050

Diluted 45,390,612 48,116,503 45,347,014 47,738,050

OCTAVE SPECIALTY GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

($ in thousands, except share data) June 30,

2026 March 31,

2026

Assets:

Investments:

Fixed maturity securities, at fair value (amortized cost: $136,793 and $139,242) $ 134,141 $ 137,092

Short-term investments, at fair value (amortized cost: $82,513 and $92,295) 82,513 92,295

Other investments (includes $7,498 and $7,454 at fair value) 25,015 24,971

Total investments (net of allowance for credit losses of $0 and $0) 241,669 254,358

Cash and cash equivalents (including $52,308 and $46,634 of restricted cash) 79,096 93,537

Premium receivables (net of allowance for credit losses of $500 and $500) 94,635 87,653

Commission and fees receivable 100,537 106,198

Reinsurance recoverable on paid and unpaid losses (net of allowance for credit losses of $100 and $100) 495,653 469,859

Deferred ceded premium 148,236 145,420

Policy acquisition costs 16,423 16,451

Intangible assets, less accumulated amortization 447,448 458,380

Goodwill 534,304 533,497

Other assets (net of allowance for credit losses of $350 and $350) 122,856 101,673

Total assets $ 2,280,857 $ 2,267,026

Liabilities and Stockholders’ Equity:

Liabilities:

Unearned premiums $ 202,890 $ 198,681

Loss and loss adjustment expense reserves 499,043 487,261

Ceded premiums payable 93,346 89,148

Deferred program fees and reinsurance commissions 6,989 6,929

Commission payable 128,231 118,086

Deferred taxes 58,855 60,553

Long-term debt 155,459 117,062

Accrued interest payable 27 1,305

Other liabilities 120,643 158,458

Total liabilities 1,265,483 1,237,483

Redeemable noncontrolling interest 197,529 195,969

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 379,561 380,263

Accumulated other comprehensive income 3,292 1,224

Retained earnings 348,474 363,751

Treasury stock, shares at cost: 3,859,121 and 3,863,290 (33,063) (33,109)

Total Octave Specialty Group, Inc. stockholders’ equity 698,753 712,618

Nonredeemable noncontrolling interest 119,092 120,956

Total stockholders’ equity 817,845 833,574

Total liabilities, redeemable noncontrolling interest and stockholders’ equity $ 2,280,857 $ 2,267,026

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 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 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 June 30, 2026 Specialty Property & Casualty Insurance Insurance Distribution Corporate & Other Eliminations Consolidated

($ in thousands)

Gross premiums written $ 94,702 $ 94,702

Net premiums written 23,142 23,142

Total revenues 26,403 $ 58,418 $ 232 $ (2,058) 82,995

Total expenses 25,159 59,264 11,988 (1,745) 94,666

Pretax income (loss) 1,244 (846) (11,756) (313) (11,671)

Provision (benefit) for income taxes 125 479 (119) — 485

Net income (loss) $ 1,119 $ (1,325) $ (11,637) $ (313) $ (12,156)

Adjustments to EBITDA

Add: Interest expense $ — $ 2,774 $ — — $ 2,774

Add: Income tax expense 125 479 (119) — 485

Add: Depreciation — 350 305 — 655

Add: Intangible amortization — 11,609 — — 11,609

EBITDA $ 1,244 $ 13,887 $ (11,451) $ (313) $ 3,367

EBITDA attributable to shareholders $ 1,244 $ 8,670 $ (11,451) $ (200) $ (1,737)

Adjustments to Adjusted EBITDA

Add: Acquisition and integration-related expenses $ — $ 451 $ 688 $ — $ 1,139

Add: Equity-based compensation expense 372 991 2,650 — 4,013

Add: Severance and restructuring expense 141 — 449 — 590

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

Adjusted EBITDA $ 1,757 $ 15,329 $ (7,664) $ (313) $ 9,109

Adjusted EBITDA attributable to shareholders $ 1,757 $ 9,792 $ (7,664) $ (200) $ 3,685

Net income (loss) $ 1,119 $ (1,325) $ (11,637) $ (313) $ (12,156)

Adjustments:

Add: Acquisition and integration-related expenses — 451 688 — 1,139

Add: Intangible amortization — 11,609 — — 11,609

Add: Equity-based compensation expense 372 991 2,650 — 4,013

Add: Severance and restructuring expense 141 — 449 — 590

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

Adjusted net income (loss) before tax adjustments and NCI 1,632 11,726 (7,850) (313) 5,195

Income tax effects (1,132) (2,307) 1,132 — (2,307)

Adjusted net income (loss) before NCI 500 9,419 (6,718) (313) 2,888

Net (income) loss attributable to noncontrolling interest — (4,814) — 113 (4,701)

Adjusted net income (loss) attributable to shareholders $ 500 $ 4,605 $ (6,718) $ (200) $ (1,813)

Net income (loss) margin 4.2 % (2.3) % NM NM (14.6) %

Adjusted EBITDA Margin 6.7 % 26.2 % NM NM 11.0 %

Adjusted EBITDA Margin to shareholders 6.7 % 16.8 % NM NM 4.4 %

Adjusted net income (loss) after NCI margin 1.9 % 7.9 % NM NM (2.2) %

Three Months Ended June 30, 2025 Specialty Property & Casualty Insurance Insurance Distribution Corporate & Other Eliminations Consolidated

($ in thousands)

Gross premiums written $ 96,247 $ 96,247

Net premiums written 15,207 15,207

Total revenues 21,390 $ 33,041 $ 526 $ — 54,957

Total expenses 20,770 43,214 13,949 — 77,931

Pretax income (loss) 620 (10,173) (13,423) — (22,974)

Provision (benefit) for income taxes 192 (2,181) (183) — (2,172)

Net income (loss) from Continuing Operations

$ 428 $ (7,992) $ (13,240) $ — $ (20,802)

Adjustments to EBITDA

Add: Interest expense $ — $ 5,570 $ — $ — $ 5,570

Add: Income tax expense 192 (2,181) (183) — (2,172)

Add: Depreciation — — 440 — 440

Add: Intangible amortization — 9,301 — — 9,301

EBITDA $ 620 $ 4,698 $ (12,983) $ — $ (7,663)

EBITDA attributable to shareholders $ 620 $ 2,513 $ (12,983) $ — $ (9,848)

Adjustments to Adjusted EBITDA

Add: Acquisition and integration-related expenses $ — $ 375 $ 399 $ — $ 774

Add: Equity-based compensation expense 61 67 1,895 — 2,023

Add: Severance and restructuring expense — 31 2,918 — 2,949

Add: Other non-operating (income) losses — (591) — — (591)

Adjusted EBITDA $ 681 $ 4,580 $ (7,771) $ — $ (2,508)

Adjusted EBITDA to attributable to shareholders $ 681 $ 2,519 $ (7,771) $ — $ (4,569)

Net income (loss) (Continuing Operations) $ 428 $ (7,992) $ (13,240) $ — $ (20,802)

Adjustments:

Add: Acquisition and integration-related expenses — 375 399 — 774

Add: Intangible amortization — 9,301 — — 9,301

Add: Equity-based compensation expense 61 67 1,895 — 2,023

Add: Severance and restructuring expense — 31 2,918 — 2,949

Add: Other non-operating (income) losses — (591) — — (591)

Adjusted net income (loss) before tax adjustments and NCI 489 1,191 (8,028) — (6,348)

Income tax effects (15) (1,892) 15 — (1,892)

Adjusted net income (loss) before NCI 474 (701) (8,013) — (8,240)

Net (income) loss attributable to noncontrolling interest — (2,312) — — (2,312)

Adjusted net income (loss) attributable to shareholders $ 474 $ (3,013) $ (8,013) $ — $ (10,552)

Net income (loss) margin 2.0 % (24.2) % NM NM (37.9) %

Adjusted EBITDA Margin 3.2 % 13.9 % NM NM (4.6) %

Adjusted EBITDA Margin to shareholders 3.2 % 7.6 % NM NM (8.3) %

Adjusted net income (loss) after NCI margin 2.2 % (9.1) % NM NM (19.2) %

Results of Operations by Segment (Continued)

Six Months Ended June 30, 2026 Specialty Property & Casualty Insurance Insurance Distribution Corporate & Other Eliminations Consolidated

($ in thousands)

Gross premiums written $ 198,418 $ 198,418

Net premiums written 55,591 55,591

Total revenues 51,702 $ 136,944 $ 577 $ (2,058) 187,165

Total expenses 58,740 121,005 24,180 (1,745) 202,180

Pretax income (loss) (7,038) 15,939 (23,603) (313) (15,015)

Provision (benefit) for income taxes (467) 111 360 — 4

Net income (loss) $ (6,571) $ 15,828 $ (23,963) $ (313) $ (15,019)

Adjustments to EBITDA

Add: Interest expense $ — $ 4,864 $ — $ — $ 4,864

Add: Income tax expense (467) 111 360 — 4

Add: Depreciation — 645 577 — 1,222

Add: Intangible amortization — 23,256 — — 23,256

EBITDA $ (7,038) $ 44,704 $ (23,026) $ (313) $ 14,327

EBITDA attributable to shareholders $ (7,038) $ 32,137 $ (23,026) $ (200) $ 1,873

Adjustments to Adjusted EBITDA

Add: Acquisition and integration-related expenses $ — $ 1,855 $ 1,752 $ — $ 3,607

Add: Equity-based compensation expense 1,069 1,765 5,771 — 8,605

Add: Severance and restructuring expense 1,432 — 868 — 2,300

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

Adjusted EBITDA $ 3,375 $ 48,324 $ (14,553) $ (313) $ 36,833

Adjusted EBITDA attributable to shareholders $ 3,375 $ 35,132 $ (14,553) $ (200) $ 23,754

Net income (loss) $ (6,571) $ 15,828 $ (23,963) $ (313) $ (15,019)

Adjustments:

Add: Acquisition and integration-related expenses — 1,855 1,752 — 3,607

Add: Intangible amortization — 23,256 — — 23,256

Add: Equity-based compensation expense 1,069 1,765 5,771 — 8,605

Add: Severance and restructuring expense 1,432 — 868 — 2,300

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

Adjusted net income (loss) before tax adjustments and NCI 3,842 42,704 (15,490) (313) 30,743

Income tax effects (2,187) (4,536) 2,187 — (4,536)

Adjusted net income (loss) before NCI 1,655 38,168 (13,303) (313) 26,207

Net (income) loss attributable to noncontrolling interest — (11,518) — 113 (11,405)

Adjusted net income (loss) attributable to shareholders $ 1,655 $ 26,650 $ (13,303) $ (200) $ 14,802

Net income (loss) margin (12.7) % 11.6 % NM NM (8.0) %

Adjusted EBITDA Margin 6.5 % 35.3 % NM NM 19.7 %

Adjusted EBITDA Margin to shareholders 6.5 % 25.7 % NM NM 12.7 %

Adjusted Net income (loss) after NCI margin 3.2 % 19.5 % NM NM 7.9 %

Six Months Ended June 30, 2025 Specialty Property & Casualty Insurance Insurance Distribution Corporate & Other Eliminations Consolidated

($ in thousands)

Gross premiums written $ 183,162 $ 183,162

Net premiums written 33,212 33,212

Total revenues 42,561 $ 74,039 $ 1,113 $ — 117,713

Total expenses 40,439 86,455 28,901 — 155,794

Pretax income (loss) 2,122 (12,416) (27,788) — (38,081)

Provision (benefit) for income taxes 270 (2,681) (378) — (2,789)

Net income (loss) from Continuing Operations

$ 1,852 $ (9,735) $ (27,410) $ — $ (35,292)

Adjustments to EBITDA

Add: Interest expense $ — $ 11,024 $ — $ — $ 11,024

Add: Income tax expense 270 (2,681) (378) — (2,789)

Add: Depreciation — 109 744 — 853

Add: Intangible amortization — 18,064 — — 18,064

EBITDA $ 2,122 $ 16,781 $ (27,044) $ — $ (8,140)

EBITDA attributable to shareholders $ 2,122 $ 9,576 $ (27,044) $ — $ (15,345)

Adjustments to Adjusted EBITDA

Add: Acquisition and integration-related expenses $ — $ 375 $ 1,081 $ — $ 1,456

Add: Equity-based compensation expense 147 67 3,469 — 3,683

Add: Severance and restructuring expense — 60 4,737 — 4,797

Add: Other non-operating (income) losses — (591) — — (591)

Adjusted EBITDA $ 2,270 $ 16,692 $ (17,759) $ — $ 1,205

Adjusted EBITDA to shareholders $ 2,270 $ 9,611 $ (17,759) $ — $ (5,876)

Net income (loss) (Continuing Operations) $ 1,852 $ (9,735) $ (27,410) $ — $ (35,292)

Adjustments:

Add: Acquisition and integration-related expenses — 375 1,081 — 1,456

Add: Intangible amortization — 18,064 — — 18,064

Add: Equity-based compensation expense 147 67 3,469 — 3,683

Add: Severance and restructuring expense — 60 4,737 — 4,797

Add: Other non-operating (income) losses — (591) — — (591)

Adjusted net income (loss) before tax adjustments and NCI 2,000 8,240 (18,123) — (7,883)

Income tax effects (15) (1,892) 15 — (1,892)

Adjusted net income (loss) before NCI 1,985 6,348 (18,108) — (9,775)

Net (income) loss attributable to noncontrolling interest — (6,812) — — (6,812)

Adjusted net income (loss) attributable to shareholders $ 1,985 $ (464) $ (18,108) $ — $ (16,587)

Net income (loss) margin 4.4 % (13.1) % NM NM (30.0) %

Adjusted EBITDA Margin 5.3 % 22.5 % NM NM 1.0 %

Adjusted EBITDA Margin to shareholders 5.3 % 13.0 % NM NM (5.0) %

Adjusted Net income (loss) after NCI margin 4.7 % (0.6) % NM NM (14.1) %

Organic Growth

Three Months Ended June 30, Six Months Ended June 30,

($ in thousands) 2026 2025 % Growth 2026 2025 % Growth

Total Insurance Distribution revenue (1)

$ 58,418 $ 33,041 76.8 % $ 136,944 $ 74,039 85.0 %

Less: Acquired revenues (7,289) — (28,410) —

Less: Profit commission and contingent commission income (5,620) (2,266) (11,808) (6,957)

Less: Impact of F.X. rates (445) 2,564 (1,722) 3,710

Less: Other conforming adjustments (2)

— (2,074) — (4,307)

Total Organic Revenue & Growth Percentage $ 45,064 $ 31,265 44.1 % $ 95,004 $ 66,485 42.9 %

(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 June 30, Six Months Ended June 30,

($ in thousands)

2026 2025

% Change

2026 2025

% Change

Specialty Property & Casualty Insurance Gross Premiums Written $ 94,702 $ 96,247 (2) % $ 198,418 $ 183,162 8 %

Insurance Distribution Premiums Placed (1)

306,667 249,912 23 % 733,500 483,098 52 %

Specialty P&C Insurance Production $ 401,369 $ 346,159 16 % $ 931,918 $ 666,260 40 %

(1)Excludes $7,700 of intersegment premiums placed with Specialty Property & Casualty Insurance during the three and six months ended June 30, 2026.

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.

Source: Octave Specialty Group, Inc.

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