Every 8-K that Ambac Financial Group, Inc. (AMBC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow AMBC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full AMBC filings page.
Octave Specialty Group, Inc. held its annual meeting of stockholders on May 28, 2026, with 36,679,356 shares represented, about 81% of the 45,013,592 common shares entitled to vote. Stockholders elected seven directors to terms expiring at the 2027 annual meeting. They also approved, on an advisory basis, the compensation of named executive officers, ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, and approved the Company’s 2026 Incentive Compensation Plan.
Octave Specialty Group, Inc. reported much stronger first quarter 2026 performance, driven by its Insurance Distribution segment, while still posting a small GAAP loss. Total revenues from continuing operations rose 66% to $104.2 million, compared with $62.8 million a year earlier.
Net loss attributable to shareholders from continuing operations narrowed to $(6.9) million, or $(0.13) per diluted share, from $(16.1) million, or $(0.57) per share. On a non-GAAP basis, adjusted net income attributable to shareholders improved to $16.6 million versus an adjusted net loss of $(6.0) million, and adjusted EBITDA to shareholders increased to $20.1 million from $(1.3) million.
The Insurance Distribution segment generated total revenue of $78.5 million, up 92%, with organic revenue growth of 41.8% and adjusted EBITDA to shareholders of $25.3 million. The Specialty P&C Insurance segment grew premiums but recorded a $7.7 million net loss and a 149.7% combined ratio due in part to losses and legal expenses from settling a potential litigation matter on a run-off program.
Octave Specialty Group, Inc. entered into a First Amendment to its Credit Agreement that provides an additional term loan in an aggregate principal amount of $40,000,000. This Additional Term Loan has the same maturity date, interest rate and tranche as the existing term loan and is fully fungible with it.
After this amendment, total outstanding term loans are $139,375,000 as of April 1, 2026. In connection with the amendment, the company pledged its ownership interests in the capital stock of Everspan Holdings, LLC. The proceeds will help fund Cirrata UK’s obligation to honor put rights exercised by certain minority shareholders of Octave Specialty Limited.
Octave Specialty Group reported modest growth but continued losses in fourth quarter 2025. Total revenue from continuing operations was $67 million, up 3% from $65 million a year earlier, driven mainly by the Insurance Distribution segment, which achieved 8.1% organic revenue growth.
Net loss from continuing operations attributable to shareholders widened to $30 million from $22 million, reflecting ArmadaCare acquisition costs, expenses tied to exiting the financial guarantee business, and an investment impairment. Adjusted EBITDA to shareholders improved to $1.4 million from $0.5 million, as higher distribution earnings and early cost reductions partially offset weakness in specialty P&C.
For full-year 2025, revenue from continuing operations reached $251.2 million, up 7%, while net loss from continuing operations attributable to shareholders increased to $98.4 million. The company repurchased over 3.1 million shares, or 6.7% of shares outstanding, and ended December 31, 2025 with stockholders’ equity of $715.8 million, or $15.90 per share.
Octave Specialty Group, Inc. filed an 8-K describing its completed acquisition of ArmadaCorp Capital, LLC for total consideration of approximately $250.0 million in cash, funded in part by $120.0 million of borrowings made at closing. The company explains that this transaction, referred to as the ArmadaCorp Transaction, closed on October 31, 2025.
The filing primarily provides historical and pro forma financial information related to the acquired business. It includes unaudited consolidated financial statements of ArmadaCorp as of and for the nine months ended September 30, 2025 and 2024, and audited financial statements for the years ended December 31, 2024 and 2023. It also provides unaudited pro forma combined financial information for Octave Specialty Group, including a combined balance sheet as of September 30, 2025 and combined statements of operations for the year ended December 31, 2024 and the nine months ended September 30, 2025, so readers can see how the acquisition might have affected the company’s results.
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.
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 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.
Ambac Financial Group accelerated executive PSU vesting after selling its legacy assurance business. After the sale of Ambac Assurance Corporation, the Compensation Committee accelerated vesting of 2023 and 2024 performance stock units for CEO Claude LeBlanc, CFO David Trick and COO R. Sharon Smith because many performance metrics were tied to the legacy business that closed with the sale. The 2023 awards vested at 121.5% of target and the 2024 awards vested at 100% of target. The vested PSU amounts were 368,313 for Mr. LeBlanc, 89,071 for Mr. Trick and 79,441 for Ms. Smith.
Ambac Financial Group entered into new one-year renewable employment agreements with CEO Claude LeBlanc, CFO David Trick and Executive VP/Group COO R. Sharon Smith effective September 29, 2025. The CEO's package includes a $900,000 base salary, 125% target bonus, a $2.65M target long-term award (from 2026), a $900,000 one-time cash award, $2.1M RSU grant vesting in one year and a 500,000-share performance stock option with multi-tier price hurdles and a 10-year term. Mr. Trick and Ms. Smith received base salaries of $600,000 and $500,000, target bonuses of 70% and 75%, one-time cash awards of $600,000 and $500,000, and respective RSU/PSO special awards (Ms. Smith's PSO for 284,125 shares). Agreements specify severance, accelerated vesting on death/disability, enhanced Change-in-Control payments, restrictive covenants and stock ownership requirements. The Board also amended the 2024 Incentive Plan to remove certain per-participant award limits while leaving director limits and aggregate share cap unchanged. Several officer transitions accompanied the sale of Ambac Assurance Corporation, including appointments of Ms. Smith as Group COO and Cristina Ahn as Chief Accounting Officer.
Ambac Financial Group, Inc. (AMBC) disclosed that the buyer in its announced acquisition entered a Commitment Letter with Truist Securities and Truist Bank for senior secured credit facilities totaling $120,000,000—a $100,000,000 term loan and a $20,000,000 revolving credit facility. The buyer expects to obtain the first-lien term loan before or substantially concurrent with closing and plans to use proceeds to finance part of the purchase price, pay transaction fees and provide working capital.
The Commitment Letter is conditional and may not close as anticipated; it expires on the earlier of February 2, 2026, the acquisition closing (with or without the facilities), or termination of the acquisition agreement. The filing includes standard forward-looking statements and cautions that actual results may differ due to regulatory, legal, or other contingencies.
Ambac Financial Group completed the sale of its wholly owned subsidiary Ambac Assurance Corporation to Acorn for $420,000,000 in cash, subject to adjustments, on September 29, 2025. Concurrent with the closing, the company issued a warrant to the investor exercisable for 5,092,707 shares of Ambac common stock. The warrant includes staged conversion windows beginning after the six-month lock-up termination and limits conversion frequency and size, and the company may elect to settle conversions in stock, cash based on a Black-Scholes valuation, or a combination.
The total cash and stock consideration the company may pay upon conversion of the warrant is capped at $70 million in the aggregate. The warrant and related Warrant Shares were issued in reliance on Section 4(a)(2) exemptions. The transaction and investor rights are described as governed by referenced agreements incorporated by exhibit.