Octave Specialty Group (OSG) EVP settles RSUs and defers awards

Rhea-AI Filing Summary

Octave Specialty Group executive R. Sharon Smith reported equity award settlements and related tax withholding. Smith acquired 10,261 shares of common stock through vesting of 2023 and 2024 restricted stock unit (RSU) awards, with 8,720 RSUs converted into deferred share units under the company’s executive stock deferral plan. A further 1,541 common shares were issued and the same number immediately withheld at $5.60 per share to cover tax obligations, leaving direct holdings of 149,182 common shares, 95,939 RSUs and 67,486 deferred share units.

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)
03/03/2026

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

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	03/03/2026		M		1,541(1)	A	$0	150,723	D
Common Stock	03/03/2026		F		1,541(2)	D	$5.6	149,182	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)	03/03/2026		M			10,261	(4)	(4)	Common Stock	10,261	$0	95,939	D
Deferred Share Units	(5)	03/03/2026		M			8,720	(6)	(6)	Common Stock	8,720	$0	67,486	D

Explanation of Responses:

1. The reporting person acquired shares of common stock of Octave Specialty Group, Inc. (the "Company") upon the vesting and settlement of a portion of the reporting person's 2023 and 2024 restrictive stock unit ("RSU") awards.

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.

4. Represents the aggregate amount of RSUs that vested.

5. Each deferred share unit ("DSU") represents a contingent right to receive one share of common stock of the Company.

6. Represents the aggregate amount of RSUs 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 RSU and Performance Stock Unit awards in accordance with Section 409A of the Internal Revenue Code of 1986, as amended.

Remarks:

	William White, attorney-in-fact	03/05/2026
	** 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).
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FAQ

What insider transactions did OSG executive R. Sharon Smith report on this Form 4?

R. Sharon Smith reported RSU vesting, deferral, and tax withholding transactions. 10,261 RSUs vested into common stock, 8,720 RSUs were converted into deferred share units, and 1,541 common shares were issued then withheld at $5.60 per share to satisfy tax obligations.

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

After these transactions, Smith directly holds 149,182 shares of common stock, 95,939 restricted stock units, and 67,486 deferred share units. These balances reflect the March 3, 2026 vesting, deferral elections, and share withholding for taxes disclosed in the Form 4 filing.

What does the RSU vesting in OSG’s Form 4 mean for R. Sharon Smith?

The RSU vesting means part of Smith’s 2023 and 2024 equity awards converted into common stock. Some RSUs were settled in shares, while others became deferred share units under the Executive Stock Deferral Plan to delay settlement and income taxation in line with Section 409A rules.

Why were 1,541 OSG common shares disposed of in this Form 4 filing?

The 1,541-share disposition reflects tax withholding, not an open-market sale. Shares issued upon RSU vesting were delivered back to the company at $5.60 per share to cover income tax obligations associated with the vesting and settlement of the equity awards.

How are deferred share units used in Octave Specialty Group’s executive compensation?

Deferred share units represent a right to receive common stock in the future. In this case, 8,720 RSUs converted into an equivalent number of deferred share units under the Executive Stock Deferral Plan, allowing Smith to defer settlement and taxation of part of the RSU awards.

What is the difference between RSUs and deferred share units in the OSG Form 4?

Each RSU and each deferred share unit represents a contingent right to one OSG common share. RSUs typically settle at vesting, while deferred share units arise when an executive elects to defer settlement and related income taxation under the company’s Section 409A-compliant deferral plan.