Executive R. Sharon Smith reports AMBC (AMBC) equity conversions and tax withholdings

Rhea-AI Filing Summary

Octave Specialty Group executive R. Sharon Smith, Exec VP & Group COO, reported multiple equity award transactions tied to a change of control. On September 29, 2025, 145,135 Deferred Share Units (DSUs) converted into the same number of common shares, and the company withheld 70,680 common shares at $9.72 per share to cover tax obligations.

On September 30, 2025, Smith received a grant of 76,206 DSUs, and exercised into 3,235 common shares, with an equal 3,235 shares withheld at $8.34 per share for taxes. After these transactions, Smith directly owned 149,162 common shares and 76,206 DSUs. Footnotes explain that the vesting and settlement of DSUs and performance stock units were triggered or accelerated in connection with a change of control involving the sale of Ambac Assurance Corporation.

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

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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^*

Smith R Sharon

(Last) (First) (Middle)

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 & Group COO

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		145,135(1)	A	$0	219,842	D
Common Stock	09/29/2025		F		70,680(2)	D	$9.72	149,162	D
Common Stock	09/30/2025		M		3,235(3)	A	$0	152,397	D
Common Stock	09/30/2025		F		3,235(4)	D	$8.34	149,162	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			145,135	(1)	(1)	Common Stock	145,135	$0	0	D
Deferred Share Units	(5)	09/30/2025		A		76,206		(6)	(6)	Common Stock	76,206	$0	76,206	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 required to be withheld by the Company to satisfy certain tax withholding obligations.

	William White, attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did R. Sharon Smith report for AMBC?

R. Sharon Smith reported DSU conversions, common share acquisitions, and tax-related share withholdings. On September 29–30, 2025, DSUs and performance awards vested into common stock, while some shares were withheld by the company to satisfy exercise price and tax withholding obligations.

How many Octave Specialty Group common shares does Sharon Smith hold after these Form 4/A transactions?

After the reported transactions, R. Sharon Smith directly holds 149,162 common shares. This figure reflects DSU conversions into stock and subsequent tax-withholding dispositions, as disclosed in the Form 4/A ownership balances following the September 29–30, 2025 transactions.

What Deferred Share Unit activity did AMBC disclose for Sharon Smith?

The filing shows 145,135 Deferred Share Units converting into common stock on September 29, 2025, then a new grant of 76,206 DSUs on September 30, 2025. Each DSU represents a contingent right to receive one share of the company’s common stock.

Were any of Sharon Smith’s AMBC shares sold on the open market?

No open-market sales are indicated. Dispositions reported under code F reflect shares withheld by the company to pay exercise price or tax liabilities. These are tax-withholding transactions, not discretionary market sales by the executive.

How is the change of control event related to Sharon Smith’s equity awards?

Footnotes explain that a change of control, triggered by the sale of Ambac Assurance Corporation, caused DSUs to vest and settle. The compensation committee also approved acceleration of 2023 and 2024 performance stock units, which then converted into common shares or DSUs under the executive stock deferral plan.

What do the tax-withholding transactions at $9.72 and $8.34 per share represent?

Transactions at $9.72 and $8.34 per share are coded F, meaning the company withheld those common shares to cover tax or exercise obligations. They reduce the net shares delivered to the executive without indicating a voluntary sale into the market.