Octave Specialty adds $40,000,000 term loan

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.

Rhea-AI Filing Summary

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.

Insights

Credit & capital structure analyst

Octave Specialty adds $40M of term debt to fund put obligations.

Octave Specialty Group obtained an Additional Term Loan of $40,000,000, bringing total term loans to $139,375,000 as of April 1, 2026. The new borrowing shares terms with the existing facility, suggesting an upsized but unified debt tranche.

Proceeds will fund Cirrata UK’s obligation to honor put rights exercised by minority shareholders of Octave Specialty Limited, effectively financing an ownership consolidation. The company also pledged its interests in Everspan Holdings, LLC as collateral, increasing secured leverage against that asset.

Future disclosures in the quarterly report for the period ending June 30, 2026 may detail covenant terms, repayment schedules, and how this higher debt load affects interest expense and flexibility within the overall capital structure.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Additional Term Loan: $40,000,000 Total term loans outstanding: $139,375,000 Form type: 8-K +1 more

4 metrics

Additional Term Loan $40,000,000 Aggregate principal amount under First Amendment

Total term loans outstanding $139,375,000 As of April 1, 2026 after amendment

Form type 8-K Material definitive agreement and direct financial obligation

Put rights timing March 2026 Minority shareholders of Octave Specialty Limited exercised put rights

Key Terms

First Amendment to Credit Agreement, Additional Term Loan, Administrative Agent, material definitive agreement, +1 more

5 terms

First Amendment to Credit Agreement financial

"entered into the First Amendment to Credit Agreement and Other Loan Documents"

Additional Term Loan financial

"provides an additional term loan in an aggregate principal amount of $40,000,000"

Administrative Agent financial

"Truist Bank, as administrative agent (in such capacity, the “Administrative Agent”)"

An administrative agent is a bank or financial firm appointed to handle the day-to-day paperwork and communication for a group of lenders on a loan or credit agreement, acting as the central point for collecting payments, distributing funds, monitoring covenants, and sharing information. For investors, the administrative agent matters because it influences how quickly lenders receive updates, how smoothly repayments and waivers are handled, and how effectively the lending group enforces terms — think of it as a property manager coordinating tasks for multiple owners.

material definitive agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

direct financial obligation regulatory

"Item 2.03 Creation of a Direct Financial Obligation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Octave Specialty Group (OSG) change in its credit agreement?

Octave Specialty Group entered a First Amendment to its Credit Agreement, adding an Additional Term Loan of $40,000,000. The new loan shares the same maturity date, interest rate, and tranche as the existing term loan, effectively increasing the total term borrowing under one class.

How much total term loan debt does Octave Specialty Group (OSG) now have?

After the First Amendment, Octave Specialty Group’s total outstanding term loans are $139,375,000 as of April 1, 2026. This figure combines the existing term loan with the new $40,000,000 Additional Term Loan provided under the amended Credit Agreement.

What will Octave Specialty Group (OSG) use the $40,000,000 Additional Term Loan for?

The $40,000,000 Additional Term Loan will help fund Cirrata UK’s obligation to honor put rights exercised in March 2026 by certain minority shareholders of Octave Specialty Limited. This effectively finances the company’s purchase of those minority interests using term debt proceeds.

What collateral did Octave Specialty Group (OSG) pledge for the amended credit facility?

In connection with the First Amendment, Octave Specialty Group pledged its ownership interests in the capital stock of Everspan Holdings, LLC. This pledge provides additional collateral support for the expanded term loan facility, securing lender claims against that subsidiary equity stake.

Which subsidiaries of Octave Specialty Group (OSG) are borrowers under the amended credit agreement?

Borrowers under the amended Credit Agreement include Octave Partners LLC, Cirrata V LLC, Cirrata V UK Limited, Cirrata VI, LLC, ArmadaCorp Capital, LLC, ArmadaCare, LLC, and Armada Administrators LLC, together with other loan parties participating in the facility.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/07/2026 - 04:08 PM EDT Learn about SEC filing dates

0000874501FALSE00008745012026-04-012026-04-01

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): April 1, 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)

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.			☐

Item 1.01. Entry into a Material Definitive Agreement

First Amendment to Credit Agreement

On April 1, 2026, Octave Specialty Group, Inc. (the “Company”), through its wholly owned subsidiaries Octave Partners LLC, a Delaware limited liability company, Cirrata V LLC, a Delaware limited liability company, Cirrata V UK Limited (“Cirrata UK”), a private limited company incorporated in England and Wales with company number 15854655, Cirrata VI, LLC, a Delaware limited liability company, ArmadaCorp Capital, LLC, a Maryland limited liability company, ArmadaCare, LLC, a Maryland limited liability company, and Armada Administrators LLC, a Maryland limited liability company (collectively, the “Borrowers”), together with the other loan parties, entered into the First Amendment to Credit Agreement and Other Loan Documents (the “First Amendment”) with the lenders signatory thereto (the “Lenders”) and Truist Bank, as administrative agent (in such capacity, the “Administrative Agent”). The First Amendment amends that certain Credit Agreement dated as of October 31, 2025 (“Original Credit Agreement”), by and among the Borrowers, the Lenders party thereto and the Administrative Agent.

The First Amendment provides an additional term loan in an aggregate principal amount of $40,000,000 (the “Additional Term Loan”), which constitutes the same class, type, and tranche as the term loan outstanding under the Original Credit Agreement (the “Existing Term Loan”), and the Additional Term Loan has the same maturity date and interest rate as the Existing Term Loan, and is fully fungible with the Existing Term Loan in all respects. After the First Amendment, the total amount of the outstanding term loans is $139,375,000 as of April 1, 2026. In connection with the First Amendment, the Company pledged its ownership interests in the capital stock of Everspan Holdings, LLC, a Delaware limited liability company.

The proceeds from the Additional Term Loan will be used to, among other things, fund the payment of Cirrata UK’s obligation to honor the put rights exercised in March 2026 by certain minority shareholders of Octave Specialty Limited, a private limited company incorporated in England and Wales.

The description of the First Amendment in this report is qualified in its entirety by reference to the full text of the First Amendment, a copy of which will be filed as an exhibit to the Company's Quarterly Report on form 10-Q for the quarter ended June 30, 2026.

Item 2.03 Creation of a Direct Financial Obligation.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

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

2

EXHIBIT INDEX

Exhibit Number

Exhibit Description

101.INS

XBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

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.

Octave Specialty Group, Inc.

(Registrant)

Dated:

April 7, 2026

By:

/s/ Reid Powell

Reid Powell

Assistant General Counsel

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.6 KB