Item 5. Other Information
Item 5. Other Information — In the last fiscal quarter, none of our directors or executive officers adopted , terminated , or modified any Rule 10b5-1 trading arrangement, or any non-Rule 10b5-1 trading arrangement.
At the 2025 Annual Meeting of Stockholders held on May 28, 2025, the Company's stockholders recommended, by a non-binding advisory vote, that a stockholder vote to approve the compensation of our named executive officers should occur every year. In accordance with the stockholders' recommendation, the Company has determined that an advisory vote on the compensation of our named executive officers will be conducted every year, until the next required vote on the frequency of stockholder votes on the compensation of our named executive officers.
No other matters require disclosure.
Octave Specialty Group, Inc. 39
First Quarter 2026 Form 10-Q
Table of Contents
Item 6. Exhibits
Exhibit
Number Description
Other exhibits, filed or furnished, as indicated:
3.1 Amended and Restated Certificate of Incorporation of Octave Specialty Group, Inc.
3.2 Amended and Restated By-Laws of Octave Specialty Group, Inc.
10.1+ First Amendment to Credit Agreement , dated as of April 1, 2026, by and among O ctave Specialty Group, Inc. , 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 Tr uist Ban k * †
10.2+ Form of 2026 Restricted Stock Unit Agreement f or executive offi cers
10.3+ Form of 2026 Performance Stock Unit Agreement for executive officers
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.
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.
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.
101.INS XBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags or embedded within the Inline XBRL document
+ Filed herewith. ++ 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.
† Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10(iv)) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OCTAVE SPECIALTY GROUP, INC.
Dated: May 6, 2026 By: /s/ DAVID TRICK
Name: David Trick
Title: Chief Financial Officer and Treasurer
(Duly Authorized Officer and
Principal Financial Officer)
Octave Specialty Group, Inc. 40
First Quarter 2026 Form 10-Q
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.