Ambac Finl Group Inc SEC Filings

Octave Specialty Group, Inc., formerly Ambac Financial Group, is changing its independent auditor as part of an audit firm rotation. The Audit Committee conducted a competitive request-for-proposal process and decided not to continue with KPMG, which has audited the company since 1985.

KPMG will complete audits of the 2025 financial statements and internal control over financial reporting. Its opinions on the 2023 and 2024 financial statements and internal controls were unqualified, and the company reports no disagreements or reportable events with KPMG through December 10, 2025. The Audit Committee approved the appointment of Ernst & Young LLP as the new independent registered public accounting firm for the 2026 audit, subject to completion of EY’s client acceptance procedures and engagement agreements.

Octave Specialty Group, Inc. (AMBC) reported a Form 4 showing its Exec VP & Group COO purchased 20 shares of common stock on 11/12/2025 at $10.25 per share. The filing states the shares were purchased as a gift to the reporting person’s son.

Following the transaction, the officer beneficially owns 170,952 shares, held directly. The company also noted that Ambac Financial Group, Inc. changed its name to Octave Specialty Group, Inc. on November 10, 2025.

Ambac Financial Group (AMBC): Schedule 13G/A filed by Susquehanna affiliates reports beneficial ownership of 1,017,308 shares, representing 2.2% of the common stock. The filing is certified as being in the ordinary course of business and not for the purpose of influencing control.

The reporting persons are G1 Execution Services, LLC, SIG Brokerage, LP, and Susquehanna Securities, LLC, which may be deemed a group; each disclaims beneficial ownership of shares held by the others. The ownership for Susquehanna Securities includes options to buy 735,400 shares. Ambac had 46,401,736 shares outstanding as of August 5, 2025, per its Form 10-Q.

Ambac Financial Group, Inc. reported a corporate rebranding. On November 10, 2025, the company filed a certificate of amendment with Delaware authorities to change its name to Octave Specialty Group, Inc.

In connection with the name change, the company’s bylaws were amended and restated to reflect the new corporate name. Supporting documents include the Amended and Restated Certificate of Incorporation (Exhibit 3.1), Amended and Restated Bylaws (Exhibit 3.2), and a press release dated November 10, 2025 (Exhibit 99.1). The company’s common stock is listed on the NYSE under the symbol AMBC.

Ambac Financial Group (AMBC) reported Q3 2025 results. Total revenues were $66,606 (thousands) and net loss attributable to shareholders was $(112,620) (thousands), or $(2.35) per share. Continuing operations posted a net loss of $(30,838) (thousands), while discontinued operations recorded a $(80,890) (thousands) loss, which includes a $50,012 (thousands) loss on disposal.

The company completed the sale of its Legacy Financial Guarantee business (AAC) on September 29, 2025, reclassifying prior-period results to discontinued operations. Total assets were $2,147,890 (thousands) at September 30, 2025, compared with $8,058,378 (thousands) at December 31, 2024, reflecting the divestiture. Operating cash flow from continuing operations was $(51,617) (thousands); investing included $407,300 (thousands) of proceeds from a subsidiary sale, and financing included repayment of $150,000 (thousands) of short-term debt.

On October 31, 2025, Ambac acquired ArmadaCare for $250,000 (thousands) and put in place a $100,000 (thousands) term loan and a $20,000 (thousands) revolver, both fully drawn at closing. As of November 7, 2025, 43,812,035 common shares were outstanding.

Ambac Financial Group (AMBC) reported that it furnished an Item 2.02 Form 8-K on November 10, 2025, announcing financial results for the third quarter ended September 30, 2025. The detailed results are provided in Exhibit 99.1, a press release dated November 10, 2025.

The company notes that the information under Item 2.02, including Exhibit 99.1, is furnished and not filed under the Exchange Act, and is not incorporated by reference into other Securities Act or Exchange Act filings.

Ambac Financial Group (AMBC) completed the acquisition of ArmadaCorp Capital, LLC on October 31, 2025. Total consideration was $250,000,000, funded by a new $120,000,000 senior secured credit facility and cash on hand. At closing, the Borrowers drew a $100,000,000 Term Loan and $20,000,000 under the Revolving Facility.

The five-year facilities carry interest at term SOFR + 2.25%–2.75% or an alternate base rate + 1.25%–1.75%, with a Revolver unused fee of 0.375%–0.50%. The Term Loan amortizes in equal quarterly installments beginning with the fiscal quarter ending March 31, 2026, with the remaining principal due at maturity.

Ambac guarantees the obligations and must maintain at least $10,000,000 of unrestricted cash at all times. The facilities are secured by first‑priority liens on substantially all Borrower and Guarantor assets and 100% of Ambac’s equity in Cirrata Group. Financial covenants require a Consolidated Total Net Leverage Ratio ≤ 4.00x and a Consolidated Fixed Charge Coverage Ratio ≥ 1.20x, tested quarterly starting Q1 2026.

BlackRock, Inc. filed Amendment No. 4 to Schedule 13G reporting beneficial ownership of 3,535,664 shares of Ambac Financial Group (AMBC) common stock, representing 7.6% of the class as of the event date 09/30/2025.

BlackRock reports sole voting power over 3,456,958 shares and sole dispositive power over 3,535,664 shares, with no shared voting or dispositive power. The filer is classified as a HC (holding company). The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Dimensional Fund Advisors LP filed an amended Schedule 13G reporting beneficial ownership of 2,141,047 shares of Ambac Financial Group Inc common stock, representing 4.6% of the class as of 09/30/2025. Dimensional reports sole voting power over 2,094,221 shares and sole dispositive power over 2,141,047 shares, while stating that all reported shares are owned by client Funds and that Dimensional disclaims beneficial ownership. The filing indicates these holdings are managed in the ordinary course of business and were not acquired to influence control.