Octave Specialty EVP exercises RSUs, updates holdings

Octave Specialty Group Inc. executive Sharon R. Smith, Exec VP & Group COO, acquired common stock through the vesting and settlement of 11,779 Restricted Stock Units (RSUs) under her 2025 Long Term Incentive Plan.

Rhea-AI Filing Summary

Octave Specialty Group Inc. executive Sharon R. Smith, Exec VP & Group COO, acquired common stock through the vesting and settlement of 11,779 Restricted Stock Units (RSUs) under her 2025 Long Term Incentive Plan. To cover tax obligations, 4,635 of the resulting shares were withheld by the company. Following these transactions, she holds 156,326 shares of common stock directly and 132,093 RSUs, which continue to vest in three equal annual installments on July 9, 2026, July 9, 2027, and July 9, 2028.

Filing Explained

The July 9 vesting increased the filer's direct common shares to 156,326 after 4,635 shares were withheld for taxes, with 132,093 RSUs remaining.

Octave Specialty Group's July 13 Form 4 reports that its executive vice president and group COO acquired 11,779 common shares on July 9, 2026 when restricted stock units vested and settled; 4,635 shares were withheld for tax obligations, changing the filer's reported direct common-stock holding to 156,326 shares.

The filing's M code identifies an option or derivative exercise, while its explanation describes this transaction specifically as RSU vesting and settlement under the company's 2025 Long Term Incentive Plan; the F-coded withholding covered taxes rather than representing a reported open-market sale.

The filing also reports 132,093 RSUs remaining directly owned, with each RSU representing a contingent right to receive one common share.

The RSUs vested under the first of three equal annual installments, with the next stated vesting dates on July 9, 2027 and July 9, 2028.

Insider Trade Summary

11,779 shares exercised/converted

Exercise 3 txns

Insider Smith R Sharon

Role Exec VP & Group COO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F3, F4	11,779	$0.00	$0.00
Exercise	Common Stock F1	11,779	--	--
Tax Withholding	Common Stock F2	4,635	$6.08	$28K

Holdings After Transaction: Restricted Stock Units — 132,093 contracts (Direct); Common Stock — 156,326 shares (Direct)

Footnotes (4)

1. F1. The reporting person acquired shares of common stock Octave Specialty Group, Inc. (the "Company") upon the vesting and settlement of a portion of the reporting person's restricted stock unit ("RSU") awards as part of their 2025 Long Term Incentive Plan.
2. F2. Represents the amount of RSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.
3. F3. Each RSU represents a contingent right to receive one share of the common stock of the Company's common stock.
4. F4. The RSUs vested pursuant to the first of three equal annual installments under the reporting person's 2025 Long Term Incentive Plan award, which vests in equal installments on July 9, 2026, July 9, 2027, and July 9, 2028.

Key Figures

RSUs Converted to Common Stock: 11,779 shares Shares Withheld for Taxes: 4,635 shares Tax Withholding Reference Price: $6.08 per share +3 more

6 metrics

RSUs Converted to Common Stock 11,779 shares RSUs vested and settled into common stock on July 9, 2026 under 2025 LTIP

Shares Withheld for Taxes 4,635 shares Common shares withheld to satisfy tax withholding obligations at $6.08 per share

Tax Withholding Reference Price $6.08 per share Price per share used for tax-withholding disposition of 4,635 common shares

Common Shares Held After Transactions 160,961 shares Direct ownership of Octave Specialty Group common stock after Form 4 transactions

RSUs Remaining After Conversion 132,093 RSUs Restricted Stock Units remaining following conversion of 11,779 RSUs into common shares

RSU Vesting Installments 3 annual installments Vesting on July 9, 2026, July 9, 2027, and July 9, 2028 under 2025 LTIP award

Key Terms

Restricted Stock Units, tax withholding obligations, Long Term Incentive Plan

3 terms

Restricted Stock Units financial

"The reporting person acquired shares of common stock ... upon the vesting and settlement of a portion of the reporting person's restricted stock unit"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"withheld by the Company to satisfy certain tax withholding obligations"

Long Term Incentive Plan financial

"as part of their 2025 Long Term Incentive Plan"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

FAQ

What did Octave Specialty Group (OSG) executive Sharon R. Smith report in this Form 4?

Sharon R. Smith reported the vesting and settlement of 11,779 RSUs into common stock, with a portion of the shares withheld to satisfy tax withholding obligations under her 2025 Long Term Incentive Plan.

How many Octave Specialty Group (OSG) shares were withheld for taxes in this transaction?

A total of 4,635 shares of Octave Specialty Group common stock were withheld by the company to satisfy tax withholding obligations related to the RSU vesting on July 9, 2026.

How many Octave Specialty Group (OSG) shares does Sharon R. Smith hold after these transactions?

After the reported transactions, Sharon R. Smith directly holds 160,961 shares of Octave Specialty Group common stock, reflecting her updated equity position following the RSU vesting and tax withholding.

How many Restricted Stock Units does Sharon R. Smith still hold at Octave Specialty Group (OSG)?

Following the conversion of 11,779 RSUs into common stock, Sharon R. Smith continues to hold 132,093 RSUs, which represent contingent rights to receive an equal number of Octave Specialty Group common shares.

What is the vesting schedule for Sharon R. Smith’s 2025 Long Term Incentive Plan RSUs at OSG?

The RSUs under the 2025 Long Term Incentive Plan vest in three equal annual installments on July 9, 2026, July 9, 2027, and July 9, 2028, with each vested RSU converting into one share of common stock.

Was Sharon R. Smith’s Octave Specialty Group (OSG) Form 4 transaction an open-market sale or purchase?

The filing shows a derivative exercise of RSUs and a tax-withholding disposition; there were no open-market purchases or sales, as shares were acquired via vesting and some withheld for taxes.

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

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Available on EDGAR 07/13/2026 - 04:04 PM Accepted by SEC EDGAR 07/13/2026 - 04:04 PM Learn about SEC filing dates

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^*

Smith R Sharon

(Last) (First) (Middle)

OCTAVE SPECIALTY GROUP, INC.

40 WALL STREET, 55TH FLOOR

(Street)

NEW YORK NEW YORK 10005

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/09/2026		M		11,779	A	(1)	160,961	D
Common Stock	07/09/2026		F		4,635	D	$6.08	156,326(2)	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
Restricted Stock Units	(3)	07/09/2026		M		11,779		(4)	(4)	Common Stock	11,779	$0	132,093	D

Explanation of Responses:

1. The reporting person acquired shares of common stock Octave Specialty Group, Inc. (the "Company") upon the vesting and settlement of a portion of the reporting person's restricted stock unit ("RSU") awards as part of their 2025 Long Term Incentive Plan.

2. Represents the amount of RSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.

3. Each RSU represents a contingent right to receive one share of the common stock of the Company's common stock.

4. The RSUs vested pursuant to the first of three equal annual installments under the reporting person's 2025 Long Term Incentive Plan award, which vests in equal installments on July 9, 2026, July 9, 2027, and July 9, 2028.

Remarks:

Exhibit 24.1 Power of Attorney

	Reid Powell, attorney-in-fact	07/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)