Octave Specialty Group (NYSE: OSG) outlines $250M ArmadaCorp deal and pro forma data

Rhea-AI Filing Summary

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.

Insights

M&A and capital structure analyst

Octave Specialty Group details financial impact of its $250M ArmadaCorp cash acquisition.

The filing confirms that Octave Specialty Group, Inc. completed the acquisition of ArmadaCorp Capital, LLC for approximately $250.0 million in cash on October 31, 2025. The cash consideration was financed in part with borrowings of $120.0 million made concurrently with closing, indicating a meaningful use of debt to support the deal and a likely increase in leverage compared with pre-transaction levels.

A key element here is the extensive financial disclosure around the acquired business. The company provides unaudited consolidated financial statements of ArmadaCorp as of and for the nine months ended September 30, 2025 and 2024, plus audited statements for the years ended December 31, 2024 and 2023. It also supplies unaudited pro forma combined balance sheet and statements of operations for December 31, 2024 and the nine months ended September 30, 2025, which helps illustrate how Octave’s results might have looked had the ArmadaCorp Transaction been in place during those periods.

Because the filing focuses on historical and pro forma information rather than new transaction terms, the main implications relate to transparency. Investors gain additional detail on ArmadaCorp’s standalone performance and on the combined company’s pro forma earnings profile under U.S. GAAP, which can be used to assess the scale of the acquisition relative to Octave Specialty Group’s existing operations and the effects of the $120.0 million of associated borrowings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 6, 2026

Octave Specialty Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

1-10777

13-3621676

(State of incorporation)

(Commission file number)

(I.R.S. employer identification no.)

40 Wall Street			New York			NY			10005
(Address of principal executive offices)

			(212)			658-7470
(Registrant's telephone number, including area code)

Ambac Financial Group, Inc.
Former Name
One World Trade Center			New York			NY			10007
Former Address

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.01 per share

OSG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.			☐

Explanatory Note

On October 31, 2025, Octave Specialty Group. (the “Company”) completed its previously announced acquisition of Armada Corp Capital, LLC (“ArmadaCorp) pursuant to the Membership Interest Purchase Agreement dated October 31, 2025 for total consideration of approximately $250.0 million in cash, financed in part with borrowings of $120.0 million made concurrent with the acquisition (the “ArmadaCorp Transaction”).

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

The unaudited consolidated financial statements as of and for the nine months ended September 30, 2025 and 2024, prepared in accordance with generally accepted accounting principles in the United States, and the notes related thereto, are filed as Exhibit 99.1 to this report and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma combined financial information of the Company, which give effect to the ArmadaCorp Transaction include the unaudited pro forma combined balance sheet as of September 30, 2025 and the unaudited pro forma combined statements of operations for the year ended December 31, 2024 and the nine months ended September 30, 2025 and the notes related thereto, are filed as Exhibit 99.2 to this report and incorporated herein by reference.

(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K

EXHIBIT INDEX

Exhibit Number						Exhibit Description
23.1						Consent of PricewaterhouseCoopers LLP dated January 6, 2026
99.1						Unaudited consolidated financial statements of ArmadaCorp Capital, LLC and Subsidiaries D/B/A Armada Global as and for the nine months ended September 30, 2025 and 2024
99.2						Unaudited pro forma combined financial information of the Company for the year ended December 31, 2024 and the nine months ended September 30, 2025
99.3						Audited consolidated financial statements of ArmadaCorp Capital, LLC and Subsidiaries D/B/A Armada Global as and for the years ended December 31, 2024 and 2023
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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Ambac Financial Group, Inc.

(Registrant)

Dated:

January 6, 2026

By:

/s/ William J. White

William J. White

First Vice President, Secretary and Assistant General Counsel

1

FAQ

What major transaction involving Octave Specialty Group, Inc. (OSG) is discussed in this 8-K?

The 8-K discusses Octave Specialty Group, Inc.’s completed acquisition of ArmadaCorp Capital, LLC, referred to as the ArmadaCorp Transaction, which closed on October 31, 2025.

How much did Octave Specialty Group, Inc. (OSG) pay to acquire ArmadaCorp Capital, LLC?

Octave Specialty Group, Inc. completed the acquisition of ArmadaCorp Capital, LLC for total consideration of approximately $250.0 million in cash.

How was the ArmadaCorp acquisition financed by Octave Specialty Group, Inc. (OSG)?

The acquisition was financed in part with $120.0 million of borrowings made concurrent with the closing of the ArmadaCorp Transaction.

What financial statements of ArmadaCorp are included with this Octave Specialty Group, Inc. (OSG) filing?

The filing includes unaudited consolidated financial statements of ArmadaCorp Capital, LLC and Subsidiaries D/B/A Armada Global as and for the nine months ended September 30, 2025 and 2024, and audited consolidated financial statements as and for the years ended December 31, 2024 and 2023.

What pro forma information does Octave Specialty Group, Inc. (OSG) provide related to the ArmadaCorp Transaction?

The company provides unaudited pro forma combined financial information giving effect to the ArmadaCorp Transaction, 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.

Which exhibits accompany this Octave Specialty Group, Inc. (OSG) 8-K relating to the ArmadaCorp acquisition?

The exhibits include a consent of PricewaterhouseCoopers LLP (23.1), unaudited consolidated financial statements of ArmadaCorp (99.1), unaudited pro forma combined financial information of the Company (99.2), audited consolidated financial statements of ArmadaCorp (99.3), and a cover page interactive data file (104).