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Equity awards shift for AMBC (AMBC) executive after change of control

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Octave Specialty Group Inc executive David Trick reported multiple equity award transactions tied to Ambac Financial Group, Inc. common stock around a change of control. On September 29, 2025, 165,361 Deferred Share Units were converted into the same number of common shares at $0.00 per share, and 80,531 common shares at $9.72 were disposed of to cover tax obligations.

On September 30, 2025, he received a grant of 46,300 Deferred Share Units at $0.00 and acquired 42,515 common shares through an exercise or conversion. Another 22,796 common shares at $8.34 were delivered to the company for tax withholding. After these transactions, he directly held 260,631 common shares and 46,300 Deferred Share Units. Footnotes explain that Ambac’s sale of Ambac Assurance Corporation to an entity owned by Oaktree-managed funds triggered vesting and accelerated 2023–2024 performance stock unit awards.

Positive

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Insider Trick David
Role Exec VP, CFO & Treasurer
Type Security Shares Price Value
Grant/Award Deferred Share Units 46,300 $0.00 --
Exercise Common Stock 42,515 $0.00 --
Tax Withholding Common Stock 22,796 $8.34 $190K
Conversion Deferred Share Units 165,361 $0.00 --
Conversion Common Stock 165,361 $0.00 --
Tax Withholding Common Stock 80,531 $9.72 $783K
Holdings After Transaction: Deferred Share Units — 46,300 shares (Direct); Common Stock — 283,427 shares (Direct)
Footnotes (1)
  1. Upon the closing of the sale of Ambac Assurance Corporation by Ambac Financial Group to an entity owned by funds managed by Oaktree Capital Management, L.P., a change of control was triggered causing the Reporting Person's Deferred Share Units ("DSUs") to vest and settle. Represents the corrected amount of DSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations. On September 30, 2025 the Compensation Committee of the Board of Directors of Ambac Financial Group approved the acceleration of the Reporting Person's 2023 and 2024 Performance Stock Unit awards in connection with the change of control referred to in footnote 1. The reporting person acquired shares of common stock of Ambac Financial Group, Inc. (the "Company") upon the simultaneous vesting and settlement of the reporting person's 2023 and 2024 Long Term Incentive Plan PSU awards. Represents the corrected aggregate amount of PSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations. Each DSU represents a contingent right to receive one share of common stock of the Company. Represents the aggregate amount of performance stock units ("PSUs") that were converted into an equivalent number of DSUs pursuant to the Company's Executive Stock Deferral Plan, which was designed to enable participants to elect to defer the settlement and income taxation of PSU and restricted stock unit awards in accordance with Section 409A of the Internal Revenue Code of 1986, as amended.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Trick David

(Last) (First) (Middle)
C/O OCTAVE SPECIALTY GROUP, INC.
40 WALL STREET, 55TH FLOOR

(Street)
NEW YORK NY 10005

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OCTAVE SPECIALTY GROUP INC [ OSG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec VP, CFO & Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/01/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/29/2025 C 165,361(1) A $0 321,443 D
Common Stock 09/29/2025 F 80,531(2) D $9.72 240,912 D
Common Stock 09/30/2025 M 42,515(3) A $0 283,427 D
Common Stock 09/30/2025 F 22,796(4) D $8.34 260,631 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Share Units (5) 09/29/2025 C 165,361 (1) (1) Common Stock 165,361 $0 0 D
Deferred Share Units (5) 09/30/2025 A 46,300 (6) (6) Common Stock 46,300 $0 46,300 D
Explanation of Responses:
1. Upon the closing of the sale of Ambac Assurance Corporation by Ambac Financial Group to an entity owned by funds managed by Oaktree Capital Management, L.P., a change of control was triggered causing the Reporting Person's Deferred Share Units ("DSUs") to vest and settle.
2. Represents the corrected amount of DSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.
3. On September 30, 2025 the Compensation Committee of the Board of Directors of Ambac Financial Group approved the acceleration of the Reporting Person's 2023 and 2024 Performance Stock Unit awards in connection with the change of control referred to in footnote 1. The reporting person acquired shares of common stock of Ambac Financial Group, Inc. (the "Company") upon the simultaneous vesting and settlement of the reporting person's 2023 and 2024 Long Term Incentive Plan PSU awards.
4. Represents the corrected aggregate amount of PSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.
5. Each DSU represents a contingent right to receive one share of common stock of the Company.
6. Represents the aggregate amount of performance stock units ("PSUs") that were converted into an equivalent number of DSUs pursuant to the Company's Executive Stock Deferral Plan, which was designed to enable participants to elect to defer the settlement and income taxation of PSU and restricted stock unit awards in accordance with Section 409A of the Internal Revenue Code of 1986, as amended.
Remarks:
This amended Form 4 was filed to correct an error in the calculation of the number of shares withheld by the Company to satisfy certain tax withholding obligations.
William White, attorney-in-fact 10/01/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did AMBC executive David Trick report in this Form 4/A?

David Trick reported several equity award-related transactions, including conversions of Deferred Share Units into Ambac common stock, new Deferred Share Unit grants, and share dispositions for tax withholding. These transactions occurred on September 29 and 30, 2025, in connection with a disclosed corporate change of control.

How many Ambac common shares did David Trick acquire and dispose of in this filing for AMBC?

He acquired 165,361 Ambac common shares from Deferred Share Unit conversion and 42,515 shares from a derivative exercise. He disposed of 80,531 shares at $9.72 and 22,796 shares at $8.34, both to satisfy tax withholding obligations associated with these equity award settlements.

What Deferred Share Unit activity involving AMBC stock is disclosed for David Trick?

The filing shows 165,361 Deferred Share Units converting into an equal number of Ambac common shares at $0.00, reducing his DSU balance to zero. It also reports a new grant of 46,300 Deferred Share Units at $0.00, each representing a contingent right to one Ambac common share.

How did the change of control described in the AMBC filing affect David Trick’s equity awards?

Footnotes state a change of control, tied to Ambac Assurance Corporation’s sale to an Oaktree-managed entity, triggered vesting and settlement of Deferred Share Units. The Compensation Committee also approved acceleration of 2023 and 2024 performance stock unit awards, which then settled into Ambac common shares and related tax withholdings.