DEF 14A of Octave Specialty Group Inc, Apr 10, 2026

DEF 14A of Octave Specialty Group Inc

Filed Apr 10, 2026 · FY20250001628280-26-024684

Open on EDGAR

  1. How may I vote in the election of directors, and how many votes must the nominees receive to be elected?

    How may I vote in the election of directors, and how many votes must the nominees receive to be elected? With respect to the election of directors, you may: •vote “FOR” each of the seven nominees for director; •vote “AGAINST” each of the seven nominees for director; or •“ABSTAIN” from voting on each of the seven nominees for director. Our directors are elected by a majority of votes cast unless the election is contested, in which case directors are elected by a plurality of votes cast. A majority of votes cast means that the number of shares voted “FOR” a director exceeds the number of votes cast “AGAINST” a director; abstentions are not counted as votes cast either “FOR” or “AGAINST.” If an incumbent director in an uncontested election does not receive a majority of votes cast FOR such incumbent’s election, the director is required to submit a letter of resignation to the Board of Directors for consideration by the Governance and Nominating Committee. The Governance and Nominating Committee is required to promptly assess the appropriateness of such nominee continuing to serve as a director and recommend to the Board the action to be taken with respect to the tendered resignation. The Board is required to determine whether to accept or reject the resignation, or what other action should be taken, within 90 days of the date of the certification of election results. Each holder of our common stock is entitled to one vote for each share held as of the Record Date. There are no cumulative voting rights associated with any of Octave's common stock.

  2. Board of Directors

    Board of Directors The Board oversees the business of Octave and monitors the performance of management. Addressing the issues and the challenges associated with overseeing Octave's businesses in specialty property and casualty insurance and insurance distribution, requires a high level of focus, time commitment and engagement from our directors. The Board meets approximately five times per year in regularly scheduled meetings, but will meet more often, if necessary. The Board met fourteen times in 2025. Outside of formal meetings, directors frequently engage with management concerning Octave’s business and strategies. In 2025, each director attended all of meetings of the Board and any committees on which he or she served. All of our current directors previously served as directors of Ambac Assurance Corporation (“AAC”) until September 29, 2025, which involved different work streams and considerations than their directorships at OSG.

  3. Directors

    Directors The names of our continuing directors, and their ages, positions, and biographies as of the date of this proxy statement are set forth below. There are no family relationships among any of our directors or executive officers.

  4. Directors

    | | | | | Committee Membership | | | | | Name | Director Since | Age | Independent | Audit | Compensation | Governance and Nominating | Strategy | | Ian D. Haft | 2016 | 55 | ● | • • | | | ● | | Director | | | | | | | | | Lisa G. Iglesias | 2021 | 59 | ● | ● • | | • | | | Director | | | | | | | | | Joan Lamm-Tennant | 2018 | 72 | ● | | ● | ● | • | | Director | | | | | | | | | Claude LeBlanc | 2017 | 59 | | | | | | | President and Chief Executive Officer and Director | | | | | | | | | Kristi A. Matus | 2023 | 57 | ● | ● • | • | | | | Director | | | | | | | | | Michael D. Price | 2023 | 59 | ● | ● • | ● | | ● | | Director | | | | | | | | | Jeffrey S. Stein | 2013 | 55 | ● | | | ● | | | Chairman of the Board | | | | | | | | | • Chairman ● Member • Audit Committee Financial Expert | | | | | | | |

  5. Directors

    Our current slate of continuing directors and director nominees is currently comprised of individuals with diverse skill sets, which are necessary in light of the unique nature of Octave’s business. Three of our director nominees self-identify as women; four of our director nominees self-identify as men; and one of our director nominees self-identifies as Hispanic.

  6. Directors

    | | CEO Experience | CFO Experience | Insurance Expertise | Risk Management | Investment Experience | Restructuring Expertise | | Ian D. Haft | | ✓ | | ✓ | ✓ | | | Lisa G. Iglesias | | | ✓ | ✓ | ✓ | | | Joan Lamm-Tennant | ✓ | | ✓ | ✓ | | | | Claude LeBlanc | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Kristi A. Matus | | ✓ | ✓ | ✓ | ✓ | | | Michael D. Price | ✓ | | ✓ | ✓ | | | | Jeffrey S. Stein | ✓ | | | ✓ | ✓ | ✓ |

  7. Consideration of Director Nominees

    Consideration of Director Nominees

  8. Director Compensation Program Components

    Director Compensation Program Components The annual compensation for non-employee directors generally consists of both a cash and equity component. The compensation components are designed to compensate members for their service on the Board of Directors and its committees, to create an incentive for continued service on the Board, and to align the interests of directors and stockholders. In furtherance of such alignment, a significant portion of each non-employee director’s annual compensation is at-risk and granted in the form of restricted stock units on the first business day of each calendar quarter. These quarterly grants vest on the one-year anniversary of the grant date, subject to accelerated vesting under certain circumstances. Restricted stock units granted that have vested will not settle and convert into shares of common stock until the director ceases to be a member of the Board of Directors of Octave, or certain other circumstances occur (such as a change in control). Upon a non-employee director’s first appointment or election to our Board of Directors, such non-employee director will receive a one-time off-cycle pro-rata grant of restricted stock units, based on his or her expected time of service on the Board of Directors prior to the next quarterly restricted stock unit grant.

  9. Board Chair and Committee Chair fees remained unchanged

    | Name | Year | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Ian D. Haft | 2025 | $135,000 | $180,622 | — | $315,622 | | Lisa G. Iglesias | 2025 | $115,000 | $180,622 | — | $295,622 | | Joan Lamm-Tennant | 2025 | $115,000 | $180,622 | — | $295,622 | | Jeffrey S. Stein | 2025 | $225,000 | $180,622 | — | $405,622 | | Kristi A. Matus | 2025 | $125,000 | $180,622 | — | $305,622 | | Michael D. Price | 2025 | $100,000 | $180,622 | — | $280,622 |

  10. Ongoing Compensation Structure Aligned with a Smaller, Focused Company

    | 2025 STIP Metrics | Metric Weight | Min | Target | Max | 2025 Actual | Payout % | | Adjusted EBITDA Margin (after NCI) | 40.0% | 9.0% | 13.0% | 15.0% | 16.0% | 200.0% | | Revenue Growth | 40.0% | 64.0% | 75.0% | 100.0% | 65.1% | 10.0% | | Everspan Combined Ratio | 20.0% | 102.0% | 99.0% | 95.0% | 105.2% | —% | | Weighted Payout | | | | | | 84.0% |

  11. Ongoing Compensation Structure Aligned with a Smaller, Focused Company

    For 2025, LTIP awards granted to the applicable NEOs consisted of 70% performance stock units (“PSUs”) and 30% restricted stock units (“RSUs”). The PSUs may be earned 70% based on EBITDA growth and 30% on organic revenue growth, and are subject to a relative total shareholder return (“rTSR”) modifier. The PSUs vest, if earned, following a three-year performance period. The RSUs vest and settle in three equal annual installments on July 9, 2026, July 9, 2027, and July 9, 2028. This framework directly links incentive outcomes to financial performance metrics that our Compensation Committee believes are critical to driving stockholder value in our new platform.

  12. Our Compensation Philosophy and Objectives

    Determining Executive Compensation The Compensation Committee bases current pay levels on numerous factors, including market benchmarks for comparable roles in our industry, the scope and complexity of each of the 2025 NEOs’ responsibilities, the contribution of each executive to our overall performance, and each executive’s experience, capabilities, and individual performance. The Compensation Committee monitors the effectiveness of our compensation program throughout the year and conducts an annual assessment in connection with year-end compensation decisions and setting goals for the upcoming year. Role of Compensation Consultants The Compensation Committee is authorized to retain external advisors to assist with its oversight of executive and employee pay and benefit programs. The Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant to advise on the 2025 compensation cycle, which included year-end compensation decisions made in the first quarter of 2026. Meridian provides an objective perspective as to the reasonableness of our executive compensation program and practices and their effectiveness in supporting our business and compensation objectives. Specifically, Meridian advised the Compensation Committee with respect to compensation trends and best practices, incentive plan design, competitive pay levels, and individual pay decisions with respect to our NEOs, including the Continuing Officer NEOs. The Compensation Committee has assessed the independence of Meridian pursuant to applicable SEC rules and NYSE listing standards. The Role of Management in Determining Pay The Compensation Committee is responsible for determining executive compensation for all of our NEOs. For each of the NEOs (other than the Chief Executive Officer), the Chief Executive Officer reviews competitive market data, evaluates each executive’s responsibilities and overall performance contributions, and provides recommendations regarding base salary and long‑term incentive opportunities to the Compensation Committee. The Chief Executive Officer typically participates in Compensation Committee meetings at the Compensation Committee’s request to provide background information regarding Company performance against the Company’s strategic objectives and to evaluate the performance of, and compensation recommendations for, each of the other NEOs. The Committee considers this input, along with advice from its independent compensation consultant and the knowledge and experience of the Committee’s members in making compensation decisions. Our NEOs do not participate in decisions regarding their own compensation. The Chairman of the Compensation Committee, with input from the Chairman of the Board of Directors, recommends the Chief Executive Officer’s compensation to the Compensation Committee. See “Directors, Executive Officers, and Corporate Governance – Compensation Committee.” Competitive Compensation Considerations The Compensation Committee considers competitive market information to inform pay levels and program design. The Committee does not target a specific percentile for total compensation; instead, it reviews peer practices and size‑appropriate market data and then exercises judgment to reflect the Company’s evolving scale, complexity, and talent needs. During most of 2025, the Company operated pending the sale of the Legacy Financial Guarantee business. Consistent with the transition to our new business strategy, the Committee held core program elements steady pre‑sale and then refreshed peer benchmarking and plan design post‑close to inform pay decisions that align with the Company’s stand‑alone specialty P&C profile. Each year the Compensation Committee reviews the Company’s peer group and considers adjustments if appropriate. Key criteria used to assess current and potential peer companies include financial services industry sector focus (i.e., specialty insurance, specialty finance, and property and casualty insurance), and organizations of similar size and scope (market capitalization, assets and enterprise value). For 2025, the Committee maintained the peer group consistent with the prior year to reflect (i) the Company’s specialty P&C orientation and insurance distribution profile, (ii) the markets and businesses in which we operate and (iii) the competitive market for executive talent. The table below provides summary financial information regarding Octave and the comparator group following the 2024 review.

  13. Our Compensation Philosophy and Objectives

    | Comparator Group used for 2024 Compensation Cycle | Primary Industry | Market Capitalization ($ in millions) | Assets ($ in millions) | Enterprise Value ($ in millions) | | Bowhead Specialty Holdings Inc. | Property & Casualty Insurance | 950 | 2,095 | 936 | | Goosehead Insurance, Inc. | Insurance Brokers | 2,002 | 404 | 1,835 | | Hagerty, Inc. | Insurance Brokers | 1,154 | 2,152 | 1,351 | | Heritage Insurance Holdings, Inc. | Property & Casualty Insurance | 731 | 2,367 | 855 | | HCI Group, Inc. | Property & Casualty Insurance | 2,203 | 2,347 | 2,484 | | Horace Mann Educators Corporation | Multi-line Insurance | 1,815 | 15,267 | 2,446 | | James River Group Holdings, Ltd. | Property & Casualty Insurance | 261 | 4,950 | 292 | | Palomar Holdings, Inc. | Property & Casualty Insurance | 3,327 | 2,944 | 3,571 | | ProAssurance Corporation | Property & Casualty Insurance | 1,228 | 5,552 | 1,242 | | SiriusPoint Ltd. | Reinsurance | 2,263 | 12,460 | 2,557 | | Skyward Specialty Insurance Group, Inc. | Property & Casualty Insurance | 1,988 | 4,594 | 2069 | | The Baldwin Insurance Group, Inc. | Insurance Brokers | 2,150 | 3,794 | 1,720 | | Tiptree Inc. | Property & Casualty Insurance | 762 | 6,416 | 691 | | White Mountains Insurance Group, Ltd. | Property & Casualty Insurance | 4,735 | 12,346 | 5,218 | | Universal Insurance Holdings, Inc. | Property & Casualty Insurance | 797 | 3,090 | 948 | | Octave Specialty Group, Inc. (1) | Property & Casualty Insurance | 388 | $2,148 | $341 | | Note: Financial data reflects information available as of December 31, 2025 | | | | | | Source: S&P Capital IQ | | | | |

  14. Elements of Pay

    | Compensation Element | Purpose | | | Base Salary | ● | Provides a minimum, fixed level of cash compensation to compensate executive officers for services rendered during the fiscal year that is competitive with organizations operating within the same marketplace for executive talent. | | Short Term Incentive Awards | ● | Drive achievement of annual corporate goals, including key financial and operating results by setting pre-established financial performance goals. Annual STIP awards are paid in cash. | | Long-Term Incentives | ● | Further align executive officers’ interests with the interests of stockholders by tying a significant portion of their total compensation opportunity to the value of our share price and to performance metrics that we believe to be important value-drivers for our stockholders. LTIP awards are equity-based and denominated in PSUs and RSUs. | | Post-Employment Benefits | ● | Provide certain severance benefits and other post‑employment protections to our Continuing Officer NEOs and Former Officer NEOs. See “Agreement Claude LeBlanc” and “Agreements with Other Executive Officers” for a description of post-employment benefits payable to our NEOs. | | Perquisites | ● | Provide a limited number of perquisites to our executive officers. |

  15. Annual Cash Incentives – Short Term Incentive Plan

    Annual Cash Incentives – Short Term Incentive Plan Annual cash incentive compensation under the STIP is intended to focus the NEOs on financial metrics that the Compensation Committee believes are primary drivers of stockholder value over time. In the first quarter of 2025, the Compensation Committee established the individual target opportunities, performance metrics and goal ranges as the basis for the 2025 STIP for our NEOs. Incentive Award Opportunities. The Compensation Committee established each NEO’s STIP target opportunity for 2025 consistent with our overall compensation philosophy to align compensation with performance and to motivate and retain the executive level talent. The STIP targets are expressed as a percentage of base salary and were established with reference to peer market data. The STIP target for the Continuing Officer NEOs for 2025 were as follows:

  16. Annual Cash Incentives – Short Term Incentive Plan

    | Executive | STIP Target | | Claude LeBlanc | 125% | | David Trick | 70% | | R. Sharon Smith | 75% | | Lawrence F. Metz(1) | 70% |

  17. Annual Cash Incentives – Short Term Incentive Plan

    (1) Mr. Metz commenced employment in August 2025 and participated in the STIP on a prorated basis. 2025 STIP Performance Metrics. Historically, the STIP included both quantitative and strategic components. In response to stockholder feedback favoring more objective, formula‑driven incentives, the Compensation Committee revised the STIP in 2025 to eliminate the 30% strategic goals component and base awards entirely on these quantitative metrics, as follows:

  18. Annual Cash Incentives – Short Term Incentive Plan

    | Performance Metric | Weighting Factor | | Adjusted EBITDA Margin(1) | 40% | | Revenue Growth (2) | 40% | | Everspan Combined Ratio (3) | 20% |

  19. Annual Cash Incentives – Short Term Incentive Plan

    (2)Includes acquisitions, de-novos and other start-up operations for the Insurance Distribution segment only. (3)Calculated as loss ratio plus expense ratio. These metrics were chosen because the Compensation Committee believes they are key drivers of stockholder value for the Company’s stand‑alone specialty P&C strategy following the Sale Transaction. Performance Against 2025 STIP Metrics. The following table summarizes the Company’s actual performance relative to the 2025 STIP metrics and goals established in February 2025. The overall performance score reflects the weighted average results of our performance relative to the goals set for each performance metric. Based on the Company’s 2025 performance versus the goals originally, the STIP generated a payout of 84.0% of target for the Continuing Officer NEOs.

  20. Annual Cash Incentives – Short Term Incentive Plan

    | | Threshold | Target | Maximum | 2025 | Payout % | | Adjusted EBITDA Margin | 9% | 13% | 15% | 16.0% | 200% | | Revenue Growth | 64% | 75% | 100% | 65.1% | 10% | | Everspan Combined Ratio | 102% | 99% | 95% | 105.2% | —% | | Weighted Payout % | | | | | 84% |

  21. Long Term Equity Compensation

    Long Term Equity Compensation Our LTIP awards focus on the attainment of long-term performance goals and objectives, which the Compensation Committee believes are instrumental in creating long-term value for stockholders and long-term retention incentives for our executive officers. The Compensation Committee annually reviews the LTIP targets for competitive alignment and market practice, including award mix and performance metrics. The Compensation Committee targeted LTIP awards for the Continuing Officer NEOs at levels intended to competitively position the total target direct compensation and to reflect their individual roles and contributions. Due to the pending Sale Transaction and related organizational changes, the Compensation Committee delayed 2025 LTIP grants until mid‑year and approved awards on July 9, 2025. Equity Award Mix. As in 2024, 2025 LTIP awards to the applicable NEOs were delivered 70% in PSUs and 30% RSUs. Individual target award amounts were converted to a number of shares based on the stock price on the date of the respective award grants. The 2025 long-term equity incentive awards approved for the Continuing Officer NEOs were as follows (other than Mr. Metz, who did not receive a 2025 LTIP award due to his appointment as an executive officer at the end of 2025):

  22. Long Term Equity Compensation

    | Executive | PSUs | RSUs | | Claude LeBlanc | 381,955 | 163,695 | | David Trick | 92,369 | 39,586 | | R. Sharon Smith | 82,383 | 35,307 |

  23. Long Term Equity Compensation

    Performance-Based Awards Granted in 2025. The 2025 PSUs are measured over a three‑year performance period using two quantitative financial metrics – Adjusted EBITDA Growth (70%) and Organic Revenue Growth (30%), with payouts earned from 0%-200% of the target number of PSUs granted to each NEO based on actual results versus pre-established cumulative performance goals. Financial performance results are subject to a relative total stockholder return (“rTSR”) modifier based on the Company’s rTSR measured against the Russell 2000 index during the performance period. If rTSR is in the top quartile, the financial results are adjusted by +20%; if rTSR is in bottom quartile the financial results are adjusted by -20%; rTSR performance between these levels results in no adjustment. PSUs have a total payout opportunity of up to 240% of the target number of shares based on performance relative to both the financial metrics and the impact of the rTSR modifier. To further align PSU payouts with stockholder value, if absolute TSR over the performance period is negative, PSU award payouts will be capped at 100% of the target number of PSUs granted, regardless of the underlying performance metric outcomes and relative TSR positioning (“negative TSR provision”).

  24. Long Term Equity Compensation

    | 2025 PSU Metrics | Metric Weight | Payout <Threshold | Threshold | Target | Maximum | | | | Adjusted EBITDA Growth | 70.0% | 0.0% | 50.0% | 100.0% | 200.0%X | Relative TSR Percentile Rank | Multiplier | | Organic Revenue Growth | 30.0% | 0.0% | 50.0% | 100.0% | 200.0% | 75th percentile or higher | 1.20x | | | | | | | | 25th - 75th percentile | 1.00x | | | | | | | | 25th percentile or lower | .80x |

  25. Long Term Equity Compensation

    If earned, PSU awards are settled, within 75 days after the completion of the three-year performance period, in shares of the Company’s common stock net of shares withheld for taxes. Time-Based Awards Granted in 2025. The 2025 RSUs are time-based awards and were granted to support the retention of our Continuing Officer NEOs and other key employees. The RSUs represent the right to receive an equivalent number of shares of the Company’s common stock and will vest and settle in three equal annual installments in July 2026, 2027 and 2028, net of shares withheld for taxes. Additional details regarding these 2025 LTIP grants are provided under “Executive Compensation—Grants of Plan-Based Awards in 2025” below.

  26. Performance of 2022 LTIP Awards that Vested in 2025

    Performance of 2022 LTIP Awards that Vested in 2025 Under the 2022 LTIP, PSU awards were subject to a three‑year performance period ending December 31, 2024, and could be earned from 0% to 200% of target based on achievement against pre-established financial and risk‑reduction goals. In addition, the final PSU payout was subject to an rTSR modifier that could increase or decrease the calculated payout by 20%, based on the Company’s stock price performance relative to its designated peer group for the period ending December 31, 2024. Consistent with our stockholder‑aligned design, the 2022 LTIP metrics focused on drivers of long‑term value creation across our Legacy Financial Guarantee platform and our growing specialty P&C insurance portfolio. Performance was judged based on (i) reductions in Watch List and Adversely Classified Credits (“WLACC”) weighted at 60%, (ii) Everspan EBITDA (“Everspan”) weighted at 20% and (iii) Xchange EBITDA (“Xchange”) weighted at 20%, with achievement as to each performance metric as follows: •Management meaningfully exceeded the maximum performance goal through significant active de‑risking. WLACC net par outstanding was reduced to $5.1 billion, reflecting approximately $2.5 billion of executed risk‑reduction transactions over the performance period, including major de‑risking related to Hickam AFB, Puerto Rico, and Navy Northeast Housing. As a result, the WLACC component paid out at 200% of target; •Everspan exceeded its financial targets with EBITDA of $6.7 million, driven by premium production of $803 million, which outperformed original expectations by $16 million. Revenues for the period were meaningfully higher than projected, supported by expanded program activity and the sale of CNIC. Although expenses were above planned, relating to losses, LAE, and operating expense growth, the overall result still exceeded the maximum goal – producing a 155% payout for this component; and •Xchange EBITDA of $22.4 million fell short of the target range, driven by lower‑than‑expected premium production, higher producer commissions, and increased personnel and compliance costs. As a result, the Xchange component paid out at 36.4% of target. Based on the weighted achievement across the three performance metrics, the Committee determined that the calculated PSU payout for the 2022 LTIP was 158.3% of target. After consideration of the rTSR modifier, which resulted in no adjustment, the final payout multiple remained 158.3%. The following graph/charts shows the Company’s actual performance over the three-year measurement period running from January 1, 2022 through December 31, 2024, as compared to the respective achievement levels.

  27. Performance of 2022 LTIP Awards that Vested in 2025

    | Payout Goals | Cumulative Everspan EBITDA(1) ($ in millions) | Percentage of Cumulative Everspan EBITDA Award Earned | Cumulative Xchange EBITDA(1) ($ in millions) | Percentage of Cumulative Xchange EBITDA Award Earned | Watch List & Adversely Classified Credits Outstanding(1) ($ in billions) | Percentage of Target Award Earned | | Maximum | $8.5 | 200% | $33.30 | 200% | $5.30 | 200% | | Target | $4.5 | 100% | $26.60 | 100% | $6.00 | 100% | | Minimum | $— | —% | $20.00 | —% | $6.70 | —% | | Actual Results | $6.7 | 155% | $22.40 | 36.4% | $5.10 | 158% |

  28. Performance of 2022 LTIP Awards that Vested in 2025

    (1)Linear interpolation between payout multiples will result in a proportionate amount of the PSU target award becoming earned and vested.

  29. One-Time Compensation Actions to Retain Executive Leadership

    | Named Executive Officer | Transaction Completion Bonus $ | Time Based Restricted Stock Award $ | Number of performance stock options | Option Exercise Price | Option Expiration Date | | Claude LeBlanc | $900,000 | $2,100,000 | 500,000 | $8.97 / share | October 3, 2035 | | David Trick | $600,000 | $600,000 | 350,375 | $8.97 / share | October 3, 2035 | | R. Sharon Smith | $500,000 | $500,000 | 284,125 | $8.97 / share | October 3, 2035 |

  30. One-Time Compensation Actions to Retain Executive Leadership

    On September 30, 2025, following the closing of the Sale Transaction, the Compensation Committee also accelerated the vesting of the 2023 and 2024 PSU awards for the Continuing Officer NEOs because certain performance metrics tied to the legacy business could no longer be meaningfully assessed. In accelerating these awards, the Committee applied the plan’s formulaic calculations to the metrics that remained measurable through the transaction date (i.e., no discretionary uplift to payout levels was applied). Based on those results, the 2023 PSU awards for Messrs. LeBlanc, Trick and Ms. Smith vested above target, and the 2024 PSU awards vested at target. For more information, see “Stock Vested in 2025.” With respect to the Former Officer NEOs, Messrs. McGinnis and Ksenak, their outstanding equity awards were treated in accordance with the terms of their individual award agreements and applicable employment agreements. Consistent with those agreements, their awards vested based on actual performance through the date of the Sale Transaction. The Committee believes these appropriately balance the retention of the Continuing Officer NEOs, alignment with stockholders, and support the transition to our new business model.

  31. Go-Forward Compensation Structure Aligned with a Smaller, Focused Company and 2026 Compensation Changes

    | | Target Compensation - Pre Sale Transaction | | | | Target Compensation - Post Sale Transaction | | | | | Executive | Base Salary | STIP Opportunity | Equity Award | Target Total | Base Salary | STIP Opportunity | Equity Award | Target Total | | Claude LeBlanc | $900,000 | $1,125,000 | $3,825,000 | $5,850,000 | $900,000 | $1,125,000 | $2,650,000 | $4,675,000 | | David Trick | $750,000 | $425,000 | $925,000 | $2,100,000 | $600,000 | $420,000 | $700,000 | $1,720,000 | | R. Sharon Smith | $500,000 | $425,000 | $825,000 | $1,750,000 | $500,000 | $375,000 | $650,000 | $1,525,000 | | Lawrence F. Metz | NA | NA | NA | NA | $450,000 | $315,000 | $500,000 | $1,265,000 |

  32. Employment Agreements

    Employment Agreements Certain of our active NEOs have entered into employment agreements with the Company which provide for certain compensation and benefits, including severance benefits in certain circumstances. On September 29, 2025, we entered into amended and restated employment agreements with Messrs. LeBlanc and Trick, and Ms. Smith, and a new employment agreement with Mr. Metz, in each case reflecting their ongoing roles following the Company’s strategic transition. We also previously entered into employment agreements with Mr. Ksenak and Mr. McGinnis during their periods of service as executive officers. (See “Agreement with Claude LeBlanc”, and “Agreements with Other Executive Officers” below.)

  33. Compensation Risk Management

    Compensation Risk Management Risks Related to Compensation Policies. In keeping with our risk management framework, we consider risks not only in the abstract, but also risks that might hinder the achievement of a particular objective. We have identified two primary risks relating to compensation: the risk that compensation will be insufficient to retain talent and the risk that compensation strategies might result in unintended incentives. To combat the first risk, as noted above, the compensation of employees throughout the Company is benchmarked against comparative compensation data, permitting us to set compensation levels that we believe contribute to low rates of employee attrition. Further, LTIP awards granted to our NEOs and other senior professionals are subject to vesting over a three-year period. We believe both the levels of compensation and the structure of the LTIP awards have had the effect of retaining key personnel. Our Company-wide year-end compensation program is designed to reflect the performance of the Company, the performance of the business unit in which the employee works and the performance of the individual employee, and is designed to not encourage excessive risk taking. For example, two of the performance metrics used in our 2025 Short Term Incentive Plan (reductions in Everspan’s Combined Ratio (Loss Ratio + Expense Ratio) and improvement in adjusted EBITDA margin at Octave Partners, are designed to encourage prudent management of the business. In addition, we pay a significant portion of our incentive compensation in the form of LTIP awards that vest over a three-year period, which makes each of our NEOs and other senior professionals sensitive to long-term risk outcomes, as the value of their awards increase or decrease with the price of our common stock. Further, performance criteria for the PSUs granted as part of the LTIP awards include a relative Total Stockholder Return modifier, which we believe provide our employees additional incentives to prudently manage the wide range of risks inherent in the Company’s business.

  34. Risk Mitigating Policies and Practices

    Risk Mitigating Policies and Practices Equity Grant Process. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information (“MNPI”), and the Company does not time the release of MNPI based upon grant dates of equity awards. In the event MNPI becomes known to the Compensation Committee before granting an equity award, the Compensation Committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. Stock Ownership Policy. To further align the interests of our leadership with those of stockholders, our executive officers are subject to our Executive Stock Ownership and Retention Policy. In accordance with this policy, our Chief Executive Officer, Chief Financial Officer, and all other Executive Officers (the “Covered Executives”) are expected to own Company common stock or common stock equivalents equal in market value to a specified multiple of his or her base annual salary, as outlined below:

  35. 2025 Summary Compensation Table

    2025 Summary Compensation Table The table below provides information concerning the compensation of our President and Chief Executive Officer, Chief Financial Officer, our two most highly compensated executive officers who were executive officers as of December 31, 2025; and two former executive officers who were no longer employed by the Company as of December 31, 2025.

  36. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Claude LeBlanc | 2025 | 900,000 | 900,000 | 6,108,742 | 1,467,000 | 945,000 | 35,486 | 10,356,228 | | President and Chief Executive Officer | 2024 | 900,000 | — | 3,788,006 | — | 1,619,900 | 32,814 | 6,340,720 | | | 2023 | 900,000 | — | 4,125,142 | — | 1,851,500 | 41,077 | 6,917,719 | | David Trick | 2025 | 712,500 | 600,000 | 1,550,050 | 1,028,000 | 357,000 | 15,184 | 4,262,734 | | Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 750,000 | — | 916,060 | — | 619,200 | 17,084 | 2,302,344 | | | 2023 | 750,000 | — | 997,591 | — | 695,000 | 16,173 | 2,458,764 | | R. Sharon Smith | 2025 | 500,000 | 500,000 | 1,347,544 | 833,623 | 357,000 | 21,184 | 3,559,351 | | Executive Vice President and Group Chief Operating Officer | 2024 | 500,000 | — | 817,022 | — | 619,200 | 27,608 | 1,963,830 | | | 2023 | 500,000 | — | 889,744 | — | 693,000 | 34,385 | 2,117,129 | | Lawrence F. Metz | 2025 | 167,307 | — | — | — | 99,225 | 7,105 | 273,637 | | Senior Managing Director and General Counsel | 2024 | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | | Stephen M. Ksenak | 2025 | 550,000 | — | 773,010 | — | — | 2,381,752 | 3,704,762 | | Former Senior Managing Director and Chief Legal Officer | 2024 | 600,000 | — | 750,007 | — | 577,500 | 14,984 | 1,942,491 | | | 2023 | 600,000 | — | 808,864 | — | 665,000 | 14,323 | 2,088,187 | | Daniel McGinnis | 2025 | 389,583 | — | 438,037 | — | — | 1,484,877 | 2,312,497 | | Former Senior Managing Director and Chief Operating Officer | 2024 | 425,000 | — | 420,896 | — | 304,500 | 14,984 | 1,165,380 | | | 2023 | 425,000 | — | 455,617 | — | 350,000 | 14,323 | 1,244,940 |

  37. 2025 Summary Compensation Table

    (1)In October of 2025, following the closing of the Sale Transaction, the Compensation Committee awarded Messrs. LeBlanc and Trick, and Ms. Smith a special transaction bonus. (2)In 2023, 2024 and 2025, each of our NEOs (other than Mr. Metz who joined Octave in August 2025 ), received performance stock units (“PSUs”) and restricted stock units (“RSUs”) under our 2024 Incentive Compensation Plan. As required by Item 402(c)(2) of Regulation S-K, the value of the PSUs and RSUs reported in the Summary Compensation Table is based on the grant date fair value of awards in the fiscal year actually granted and computed in accordance with FASB ASC Topic 718 based on the probable outcome of performance conditions being achieved, including the value of the rTSR multiplier, if any, without regard to estimated forfeitures. For a discussion of the assumptions made in the valuation, see Note 17, Employment Benefit Plans, to Octave’s consolidated financial statements for the year-ended December 31, 2025. The value of PSUs awarded in 2025 to each of Messrs. LeBlanc, Trick, Ksenak, McGinnis, and Ms. Smith, assuming the maximum payout level of 240% and a share price of $7.01 would have been as follows: for Mr. LeBlanc, $6,426,010; for Mr. Trick, $1,554,017; for Mr. Ksenak, $1,260,017; for Mr. McGinnis, $714,011 and for Ms. Smith, $1,386,011. The value of PSUs awarded in 2024 to each of our NEOs, assuming the maximum payout level of 240% and a share price of $15.87 would have been as follows: for Mr. LeBlanc, $6,426,019; for Mr. Trick, $1,554,034; for Mr. Ksenak, $1,260,022; and for Ms. Smith, $1,386,006. The value of PSUs awarded in 2023 to each of our NEOs, assuming the maximum payout level of 240% and a share price of $16.30, would have been as follows: for Mr. LeBlanc, $6,426,047; for Mr. Trick, $1,554,042; for Mr. Ksenak, $1,260,055 and for Ms. Smith, $1,386,022. Each of our NEOs received RSUs in 2025 that vest in three equal annual installments on the anniversary of the grants. Each of our NEOs received RSUs on in 2024 that vest in three equal annual installments on the anniversary of the grants. Each of our NEOs received RSUs in 2023 that vested in three equal annual installments on the anniversary of the grants. On October 3, 2025, following closing of the sale of our Legacy Financial Guarantee business to Oaktree Capital Management, the Compensation Committee awarded each of Messrs. LeBlanc and Trick, and Ms. Smith a special RSU grant that will vest and become non-forfeitable after one year (subject to limited exceptions), but will not settle until the earlier of the fifth (5) year anniversary of the grant date or the executive officer's termination date, provided such termination occurs after the one year vesting date. (3)On October 3, 2025, following closing of the sale of our Legacy Financial Guarantee business to Oaktree Capital Management, the Compensation Committee awarded each of Messrs. LeBlanc and Trick, and Ms. Smith performance stock options (“PSOs”) pursuant to Octave’s 2024 Incentive Compensation Plan. As required by Item 402(c)(2) of Regulation S-K, the value of the PSOs reported in the Summary Compensation Table is based on the grant date fair value of awards in the fiscal year actually granted and computed in accordance with FASB ASC Topic 718 based on the probable outcome of market conditions being achieved, without regard to estimated forfeitures. For a discussion of the assumptions made in the valuation of PSOs, see Note 17, Employment Benefit Plans, to Octave’s consolidated financial statements for the year-ended December 31, 2025. (4) The amount included in the “Non-Equity Incentive Plan Compensation” column above includes cash incentive award payments pursuant to the Company's year-end 2025, 2024 and 2023 STIP program. (5) “All Other Compensation” for each of our named executive officers in 2025 includes, among other things, contributions by Octave to the Octave Savings Incentive Plan, as well as a portion of the life insurance premiums paid. In addition for Messrs. Ksenak and McGinnis, the amount reported also includes severance payments of $2,366,667 and $1,469,792, respectively, triggered upon each officers resignation for “Good Reason” under their respective employment agreements following a “Change in Control” event caused by the sale of our Legacy Financial Guarantee business to Oaktree Capital Management. For Mr. LeBlanc and Ms. Smith, the amount reported also includes reimbursement from Octave for certain commuting expenses, and for Mr. LeBlanc the amount reported includes reimbursement from Octave for the cost of an executive physical. For Mr. Trick the amount reported includes reimbursement from Octave for payments for tax preparation services received as a result of services rendered to Octave UK.

  38. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table contains information on the grants of plan-based awards made to each of our NEOs in 2025 with respect to our STIP and LTIP programs pursuant to Octave’s 2024 Incentive Compensation Plan. In 2025, Octave's annual LTIP awards granted to our NEOs were denominated 70% in PSUs and 30% in RSUs and STIP awards were denominated 100% as cash incentive awards. In addition, under their September 29, 2025 amended and restated employment agreements, Messrs. LeBlanc and Trick and Ms. Smith received one‑time special awards on October 3, 2025, consisting of time‑based RSUs that vest in full on the first anniversary of grant ($2,100,000; $600,000; and $500,000, respectively) and performance stock options (“PSOs”) (500,000; 350,375; and 284,125 PSOs, respectively) that vest upon achievement of stock‑price hurdles of $18.00, $21.50, $25.00 and $30.00 following a one‑year service condition (measured by 30‑day VWAP sustained for 60 trading days) and have 10‑year terms. The terms and conditions of these awards are described in the footnotes and narrative following this table.

  39. Grants of Plan-Based Awards in 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Grant Date Fair Value of Stock Unit Awards ($)(5) | | | | | | | PSU Awards (2) | | | RSU Awards (2) | Performance Stock Option Awards (3) | Exercise Price of Perfor-mance Stock Option Awards (per share) | | | Name and Principal Position | Grant Date | Threshold ($)(4) | Target ($) | Maximum ($) | Threshold (#)(3) | Target (#) | Maximum (#) | # | # | $ | | | Claude LeBlanc | | $562,500 | $1,125,000 | $2,250,000 | — | — | — | — | — | — | — | | | July 9, 2025 | — | — | — | 190,978 | 381,955 | 763,910 | — | — | — | $2,753,896 | | | July 9, 2025 | — | — | — | — | — | — | 118,045 | — | — | 857,007 | | | October 3, 2025 | — | — | — | — | — | — | 45,650 | — | — | 409,481 | | | October 3, 2025 | — | — | — | — | — | — | 232,816 | — | — | 2,088,360 | | | October 3, 2025 | — | — | — | — | — | — | — | 500,000 | 8.97 | 1,467,000 | | David Trick | | $210,000 | $420,000 | $840,000 | — | — | — | — | — | — | — | | | July 9, 2025 | — | — | — | $46,185 | $92,369 | 184,738 | — | — | — | 665,980 | | | July 9, 2025 | — | — | — | — | — | — | 39,586 | — | — | 287,394 | | | October 3, 2025 | — | — | — | — | — | — | 66,519 | — | — | 596,675 | | | October 3, 2025 | — | — | — | — | — | — | | 350,375 | 8.97 | 1,028,000 | | R. Sharon Smith | | $187,500 | $375,000 | $750,000 | — | — | — | — | — | | — | | | July 9, 2025 | — | — | — | 41,192 | 82,383 | 164,766 | — | — | — | $593,981 | | | July 9, 2025 | — | — | — | — | — | — | 35,307 | — | — | 256,329 | | | October 3, 2025 | — | — | — | — | — | — | 55,433 | — | — | 497,234 | | | October 3, 2025 | — | — | — | — | — | — | — | 284,125 | 8.97 | 833,623 | | Lawrence F. Metz | | $58,558 | $117,115 | $234,230 | — | — | — | — | — | — | — | | Stephen M. Ksenak(6) | | — | — | — | — | — | — | — | — | — | — | | | July 9, 2025 | — | — | — | 37,447 | 74,894 | 149,788 | — | — | — | $539,986 | | | July 9, 2025 | — | — | — | — | — | — | 32,097 | — | — | 233,024 | | Daniel McGinnis(6) | | — | — | — | — | — | — | — | — | — | — | | | July 9, 2025 | — | — | — | 21,220 | 42,440 | 84,880 | — | — | — | $305,992 | | | July 9, 2025 | — | — | — | — | — | — | 18,188 | — | — | 132,045 |

  40. Grants of Plan-Based Awards in 2025

    (1) STIP target annual incentives are set as a percentage of base salary for each of our NEOs as follows: 125% for the Chief Executive Officer; and between 55% and 75% for each of the other NEOs. Actual incentive payouts can range from 0% to 200% of target for each of the NEOs based on the Compensation Committee’s review of the Company's performance measured against pre-established financial performance targets. (2) Each of our NEOs (other than Mr. Metz) received PSUs and RSUs on July 9, 2025. The RSUs granted as part of the 2025 LTIP award will vest in three equal annual installments on each of July 9, 2026, July 9, 2027, and July 9, 2028. For the PSUs the number of shares of Octave’s common stock that may be acquired can range from 0% to 200% of the target award (not including any adjustment that may be applied pursuant to the rTSR modifier). In addition, on October 3, 2025, the Compensation Committee awarded Mr. LeBlanc a replacement grant of 45,650 RSUs that were originally issued in July but voided due to certain limitations in the 2024 Incentive Compensation Plan, and also granted to each of Messrs. LeBlanc and Trick, and Ms. Smith a special RSU grant that will vest and become non-forfeitable after one year (subject to limited exceptions), but will not settle until the earlier of the fifth (5) year anniversary of the grant date or the executive officer's termination date, provided such termination occurs after the one year vesting date. (3) On October 3, 2025, the Compensation Committee awarded each of Messrs. LeBlanc and Trick, and Ms. Smith performance stock options pursuant to Octave’s 2024 Incentive Compensation Plan. The PSOs are eligible to vest beginning one year after the grant date based on Octave's achievement of the certain price hurdles related to the shares of Common Stock, during the five (5) year period following the grant date as follows: (i) 40 % shall vest on the date on which the sustained stock price first exceeds $18.00 per share; (ii) 20% shall vest on the date on which the sustained stock price first exceeds $21.50 per share; (iii) 20% shall vest on the date on which the sustained stock price first exceeds $25.00 per share; and (iv) 20% shall vest on the date on which the sustained stock price first exceeds $30.00 per share. None of the PSOs outstanding are vested or exercisable as of December 31, 2025. The weighted average grant date fair value per share of the options granted in 2025 was $2.93. (4) Threshold amounts represent a proportionate payout assuming actual performance measures equal the mid-point between minimum performance and target level performance. (5) As required under SEC rules for compensation disclosure, the value of the PSUs and RSUs reported in the table above is based on the grant date fair value of awards and computed in accordance with FASB ASC Topic 718. (6) On September 29, 2025, Messrs. Ksenak and McGinnis notified the Company of their resignation from the Company for “Good Reason” as defined in their employment agreements effective on or about November 30, 2025.

  41. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information about the number and value of RSUs and PSUs granted under Octave’s Incentive Compensation Plans (which includes the LTIP) that have not settled or converted into shares of Octave common stock (“vested”) and are held by our named executive officers as of December 31, 2025. The market value of the RSUs and PSUs was calculated based on the closing price of Octave’s common stock on the NYSE on December 31, 2025 ($7.78). The Compensation Committee accelerated the 2023 and 2024 PSU awards for each Messrs. LeBlanc, Trick and Ms. Smith to September 30, 2025, in connection with the close of the sale of our Legacy Financial Guaranty business to Oaktree Capital Management. Messrs. Ksenak and McGinnis had all of their outstanding RSU and PSU awards accelerated to November 30, 2025, as a result of a resignation for “Good Reason” (as defined in their employment agreements).

  42. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Named Executive Officer | Number of securities underlying unexercised options (#) unexercisable (1) | Option Exercise Price | Option Expiration Date | Number of Restricted Stock Units That Have Not Vested (#)(2) | Market Value of Restricted Stock Units That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Performance Stock Units That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Performance Stock Units that Have not Vested ($) | | Claude LeBlanc | 500,000 | $8.97 / share | October 3, 2035 | 467,967 | 3,640,783 | 381,955 | $2,971,610 | | David Trick | 350,375 | $8.97 / share | October 3, 2035 | 123,439 | 960,355 | 92,369 | $718,631 | | R. Sharon Smith | 284,125 | $8.97 / share | October 3, 2035 | 106,200 | 826,236 | 82,383 | $640,940 |

  43. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) On October 3, 2025, the Compensation Committee awarded each of Messrs. LeBlanc and Trick, and Ms. Smith performance stock options pursuant to Octave’s 2024 Incentive Compensation Plan. The PSOs are eligible to vest beginning one year after the grant date based on Octave's achievement of the certain price hurdles related to the shares of Common Stock, during the five (5) year period following the grant date as follows: (i) 40 % shall vest on the date on which the sustained stock price first exceeds $18.00 per share; (ii) 20% shall vest on the date on which the sustained stock price first exceeds $21.50 per share; (iii) 20% shall vest on the date on which the sustained stock price first exceeds $25.00 per share; and (iv) 20% shall vest on the date on which the sustained stock price first exceeds $30.00 per share. (2) RSUs granted on July 9, 2025,vest in three equal annual installments on each of July 9, 2026, July 9, 2027, and July 9, 2028. RSUs granted on March 13, 2024,vest in three equal annual installments on each of March 13, 2025, March 3, 2026, and March 3, 2027. RSUs granted on March 3, 2023 will vest in three equal annual installments on each of March 3, 2024, March 3, 2025, and March 3, 2026. RSUs granted on March 3, 2023 vested in three equal annual installments, with the final installment vesting on March 3, 2026. In addition, on October 3, 2025, the Compensation Committee awarded Mr. LeBlanc a replacement grant of 45,650 RSUs that were originally issued in July but voided due to certain limitations in the 2024 Incentive Compensation Plan, and also granted each of Messrs. LeBlanc and Trick, and Ms. Smith a special RSU grant that will vest and become non-forfeitable after one year (subject to limited exceptions), but will not settle until the earlier of the fifth (5) year anniversary of the grant date or the executive officer's termination date, provided such termination occurs after the one year vesting date. (3) PSUs granted to our NEOs under Octave's LTIP Plan on July 9, 2025 have a three year performance period and are subject to the rTSR modifier. PSUs granted in July, 2025 will vest within 75 days after December 31, 2027. The number of PSUs reported assumes that a target level of performance will be achieved over the relevant period.

  44. Stock Vested in 2025

    Stock Vested in 2025 The following table sets forth certain information concerning RSUs and PSUs held by the named executive officers listed below that vested (settled or converted into shares of Octave common stock) in 2025. The value realized on vesting and settlement for each of our named executive officers was calculated based on the closing prices of our common stock on the NYSE on each of the following dates as set forth below: February 28, 2025 closed at $9.71; March 3, 2025 closed at $9.30; March 6, 2025 closed at $9.16; March 13, 2025 closed at $8.39; September 30, 2025 closed at $8.34; and November 28, 2025 closed at $8.99.

  45. Stock Vested in 2025

    | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Claude LeBlanc | 727,288 | $6,358,663 | | David Trick | 175,827 | $1,537,270 | | R. Sharon Smith | 156,819 | $1,371,082 | | Stephen M. Ksenak | 116,495 | $1,059,032 | | Daniel McGinnis | 67,029 | $609,417 |

  46. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The following table shows the potential payments that would be made by the Company to each of the NEOs assuming that such officer's employment with the Company was terminated on December 31, 2025 under the circumstances outlined in the table. For purposes of this table, the per share price of the Company's common stock is assumed to be $7.78, which was the closing price on December 31, 2025. Following closing of the sale of our Legacy Financial Guarantee business on September 29, 2025, Messrs. Ksenak and McGinnis notified the Company of their resignation from the Company for “Good Reason” as defined in their employment agreements effective on or about November 30, 2025; and are therefore excluded from the table below. The actual received by Messrs. Ksenak and McGinnis are set forth below.

  47. Potential Payments Upon Termination or Change-in-Control

    | | Prior to a Change in Control | | | In Connection with a Change in Control | | Named Executive Officer | Death or Disability | Involuntary Termination without “Cause” or by Executive for “Good Reason” | Voluntary Resignation | Involuntary Termination without “Cause” or by Executive for “Good Reason” | | Claude LeBlanc | | | | | | Severance payment(1) | $— | $4,050,000 | $— | $5,062,500 | | RSU settlement(2) | 3,640,783 | 3,640,783 | — | 3,640,783 | | PSU settlement(3) | 2,971,610 | — | — | — | | Pro-rata Annual STIP Award(4) | 1,125,000 | 1,125,000 | — | 1,125,000 | | Benefits(5) | — | 58,650 | — | 58,650 | | Total | $7,737,393 | $8,874,433 | $— | $9,886,933 | | David Trick | | | | | | Severance payment(1) | $— | $1,762,500 | $— | $2,350,000 | | RSU settlement(2) | 960,355 | 960,355 | — | 960,355 | | PSU settlement(3) | 718,631 | — | — | — | | Pro-rata Annual STIP Award(4) | 420,000 | 420,000 | — | 420,000 | | Benefits(5) | — | 51,170 | — | 51,170 | | Total | $2,098,986 | $3,194,025 | $— | $3,781,525 | | R. Sharon Smith | | | | | | Severance payment(1) | $— | $1,312,500 | $— | $1,750,000 | | RSU settlement(2) | 826,236 | 826,236 | — | 826,236 | | PSU settlement(3) | 640,940 | — | — | — | | Pro-rata Annual STIP Award(4) | 375,000 | 375,000 | — | 375,000 | | Benefits(5) | — | 51,170 | — | 51,170 | | Total | $1,842,176 | $2,564,906 | $— | $3,002,406 | | Lawrence F. Metz | | | | | | Severance payment(1) | $— | $1,147,500 | $— | $1,530,000 | | RSU settlement(2) | — | — | — | — | | PSU settlement(3) | — | — | — | — | | Pro-rata Annual STIP Award(4) | 315,000 | 315,000 | — | 315,000 | | Benefits(5) | — | 51,170 | — | 51,170 | | Total | $315,000 | $1,513,670 | $— | $1,896,170 |

  48. Potential Payments Upon Termination or Change-in-Control

    (1)Pursuant to the employment agreements between Octave and each of Messrs. LeBlanc, Trick, Metz, and Ms. Smith, each such officer is entitled to receive the severance payments listed above if terminated “without cause”, or if they resign for “good reason.” See “Agreement with Claude LeBlanc,” and “Agreements with Other Executive Officers.” (2)Messrs. LeBlanc, Trick, and Ms. Smith, received RSUs grants on March 3, 2023, March 13, 2024, July 9, 2025, and October 3, 2025. The remainder of the March 3, 2023 RSU awards vested and settled on March 3, 2026. The remainder of the March 13, 2024 RSU awards vest and settle in equal annual installments on March 3, 2026, and March 3, 2027. The July 9, 2025 RSU awards vest and settle in equal annual installments on July 9, 2026, July 9, 2027, and July 9, 2028. The October 3, 2025 RSU awards will vest and become non-forfeitable after one year (subject to limited exceptions), but will not settle until the earlier of the fifth (5) year anniversary of the grant date or the executive officer's termination date, provided such termination occurs after the one year vesting date. In certain cases, our named executive officers elected to defer the settlement of their RSUs into deferred share units for personal tax planning reasons. The value of RSUs reflected in the table includes these deferred share units. Valuation of all RSU awards is based upon the closing price of our common stock on December 31, 2025. (3)Represents PSU Awards that remained outstanding at the end of 2025 related to the 2025 PSU Awards. With respect to such PSU awards, if a termination occurred prior to the last day of the performance period by reason of death, the beneficiaries of the named executive officer would be entitled to receive the number of PSUs that the named executive officer would have been entitled to receive at a 100% overall payout multiple regardless of the outcome of any of the performance conditions. No amounts are included above with respect 2025 PSU awards for a termination by reason of disability nor involuntary termination without "Cause" or by Executive for "Good Reason," because any required payout cannot be determined until the end of the relevant performance period. (4)Pursuant to the terms of the employment agreements for each of Messrs. LeBlanc, Trick, and Metz, and Ms. Smith, each of these executive officers is entitled receive a pro-rated portion of the annual STIP award that he or she would have received in the absence of such termination. Assuming a December 31, 2025 termination, each of Messrs. LeBlanc, Trick and Metz, and Ms. Smith were assumed to have received their target STIP award for 2025, as set forth in their respective employment agreements. (5)Messrs. LeBlanc, Trick and Metz, and Ms. Smith, and their eligible dependents will be entitled to continue to participate in such basic medical and life insurance programs of the Company as are in effect from time to time, on the same terms and conditions as applicable to active senior executives of the Company, for twelve months or, if earlier, until the date said executive becomes eligible to receive coverage from another employer or is otherwise no longer eligible to receive COBRA continuation coverage. The amounts included in the table reflect the cost of COBRA benefit continuation coverage under the plan in which the particular executive is enrolled, less the monthly active employee cost of these benefits, as well as for Messrs. LeBlanc, Trick and Metz and Ms. Smith the cost of continued life insurance coverage for the 12 month severance period. Messrs. LeBlanc and Trick and Ms. Smith each received both a PSU and an RSU award agreement in connection with their LTIP awards in 2025. In general, these agreements provided that unvested PSUs and RSUs would be forfeited on termination of employment, except (i) if a termination occurred by reason of disability, an involuntary termination by the Company other than for “cause,” or retirement, the recipient would be entitled to receive the PSU award (payable only at the end of the relevant performance period) based on the satisfaction of the performance conditions (with performance‑based awards settling, in the case of death, at the greater of target or actual performance) and the full value of any unvested RSU award at the time of termination; and (ii) if a termination occurred prior to the last day of the performance period by reason of death, the beneficiaries of the named executive officer would be entitled to receive (i) the number of PSUs earned based on the greater of target and actual performance through the termination date, and (ii) the full value of any unvested RSU award. Except in the case of death (where the agreements specify the greater of target or actual, as noted above), since the value of any PSU payout cannot be determined until the end of the performance period, no PSU amounts are included in the table above for any other termination category related to the 2025 PSU awards. On October 3, 2025, Messrs. LeBlanc and Trick and Ms. Smith received Special RSU Awards that will vest and become non-forfeitable after one year (subject to limited exceptions), but will not settle until the earlier of the fifth (5th) year anniversary of the grant date or the executive officer's termination date, provided such termination occurs after the one year vesting date. In addition, Messrs. LeBlanc and Trick and Ms. Smith received Special PSO Awards. If any of Messrs. LeBlanc and Trick and Ms. Smith are terminated without "cause" or resign for "good reason," then the holding period for the Special RSU Awards and the service condition for the Special PSO Awards would be deemed satisfied on the termination date, and the Special PSO Awards could continue to vest if the price hurdles are met. As of December 31, 2025, Octave did not have any contracts, agreements, plans or arrangements that provided for a payment to a named executive officer solely upon a change-in control of Octave.

  49. Pay Ratio Disclosure

    Pay Ratio Disclosure Presented below is the ratio of annual total compensation of our Chief Executive Officer (“CEO”) to the median of the annual total compensation of all our employees (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. In identifying our median employee, we calculated the annual total compensation of each employee for the twelve month period that ended on December 31, 2025. Total compensation for these purposes included base salary, annual cash incentive award, and any equity awards granted in 2025 and was calculated using internal payroll/tax records. We did not apply any cost-of-living adjustments as part of the calculation. We selected the median employee based on the 568 full-time and part-time workers who were employed as of December 31, 2025, including independent contractors that we determined were our employees exclusively for the purpose complying with SEC reporting on “Pay Ratio Disclosure.” We did not exclude any non-U.S. employees using the SEC’s permitted exclusions under Item 402(u) of Regulation S-K. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $10,356,228. The 2025 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $94,474. The ratio of our CEO’s annual total compensation to the median of the annual total compensation of all our employees (excluding our CEO) for fiscal year 2025 is 109.6 to 1.

  50. Pay Versus Performance

    Pay Versus Performance This “Pay Versus Performance” section provides information concerning executive pay (“compensation actually paid” as defined by the SEC) and Company performance for each of the fiscal years ending December 31, 2021, 2022, 2023, 2024, and 2025. The Compensation Committee did not consider this pay versus performance disclosure when making compensation decisions. These amounts have been calculated as required by SEC rules and do not reflect the actual amounts of compensation earned or realized by our NEOs. The following table below provides information concerning executive pay and Company performance as required under SEC Regulation S-K Item 402(v).

  51. Pay Versus Performance

    | | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | | | | Net Income (Loss) (in millions) | | Company-Selected Performance Measure (4) | | Year | | | | | Total Shareholder Return | | Peer Group Total Shareholder Return (3) | | | | | | 2025 | $10,356,228 | $7,150,486 | $2,822,596 | $2,174,349 | | 51 | | 126 | | (259) | 16.0% | | 2024 | $6,340,720 | $1,789,951 | $2,043,085 | $1,045,001 | | 59 | | 150 | | (556) | 10th | | 2023 | $6,917,719 | $7,049,544 | $2,200,003 | $2,229,021 | | 76 | | 130 | | 5 | 39th | | 2022 | $6,185,762 | $9,867,444 | $2,058,411 | $2,882,417 | | 81 | | 105 | | 522 | 45th | | 2021 | $6,979,315 | $8,273,439 | $2,190,289 | $2,413,753 | | 75 | | 145 | | (17) | 7th |

  52. Pay Versus Performance

    (1) The registrant's Principle Executive Officer (“PEO”) for the years 2021, 2022, 2023, 2024, and 2025 was Claude LeBlanc. Non-PEO NEOs for the years 2021, 2022, 2023, 2024 and 2025 were Messrs. Trick, Barranco, Ksenak, Metz (for 2025 only) and McGinnis (for 2025 only) and Ms. Smith. (2) Compensation Actually Paid (“CAP”) equals the Summary Compensation Table total, adjusted to replace the grant date value of stock unit awards with the sum of: (i) the fair value of all equity grants made during the year valued as of the last day of the year; (ii) the year over year changes in fair value of prior year awards that remain outstanding at the end of the year presented; and (iii) for awards that vested in the year presented, the changes in fair value of from prior year end to the vesting date. There were no equity awards that were granted and vested in the same year during the years presented. There were no dividends paid on unvested stock awards during the years presented. The assumptions used to calculate an award's fair value do not materially differ from the disclosed valuation assumptions used to calculate grant date fair value. The following tables contain a reconciliation of the amounts reported for (i) total compensation in the Summary Compensation Table with the amounts reported for Compensation Actually Paid in each of the years indicated for the PEO, and (ii) an average of the total compensation in the Summary Compensation Table with the amounts reported for the average Compensation Actually Paid to the Non-PEO NEOs, respectively.

  53. Pay Versus Performance

    | | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for the PEO | | | | | | | | | | | | | Year | Summary Compensation Table Total | | Deduct Grant Date Fair Value of Stock Unit Awards | | Add Year-end fair value of stock unit awards granted | | Add change in fair value of prior year outstanding awards | | Add change in fair value of prior year vested awards | | Compensation Actually Paid | | | 2025 | | 10,356,228 | | (7,575,742) | | 6,537,977 | | (347,991) | | (1,819,986) | | 7,150,486 | | 2024 | | 6,340,720 | | (3,788,006) | | 2,494,082 | | (3,177,612) | | (79,233) | | 1,789,951 | | 2023 | | 6,917,719 | | (4,125,142) | | 4,396,779 | | 461,933 | | (601,745) | | 7,049,544 | | 2022 | | 6,185,762 | | (3,420,095) | | 4,906,825 | | 2,649,464 | | (454,512) | | 9,867,444 | | 2021 | | 6,979,315 | | (4,358,942) | | 3,779,167 | | 1,335,745 | | 538,154 | | 8,273,439 |

  54. Pay Versus Performance

    | | Reconciliation of the Average Summary Compensation Table Total to the Average Compensation Actually Paid to the non-PEO NEOs | | | | | | | | | | | | | Year | Average Summary Compensation Table Total | | Deduct Grant Date Average Fair Value of Stock Unit Awards | | Add Year-end average fair value of stock unit awards granted | | Add change in average fair value of prior year outstanding awards | | Add change in average fair value of prior year vested awards | | Average Compensation Actually Paid | | | 2025 | | 2,822,596 | | (1,194,053) | | 1,034,263 | | (31,941) | | (456,516) | | 2,174,349 | | 2024 | | 2,043,085 | | (831,220) | | 546,093 | | (695,746) | | (17,211) | | 1,045,001 | | 2023 | | 2,200,003 | | (903,227) | | 962,697 | | 102,449 | | (132,901) | | 2,229,021 | | 2022 | | 2,058,411 | | (748,853) | | 1,074,383 | | 577,697 | | (79,221) | | 2,882,417 | | 2021 | | 2,190,289 | | (947,297) | | 821,299 | | 281,351 | | 68,111 | | 2,413,753 |

  55. Pay Versus Performance

    (3) Peer group total stockholder return represents the performance of the S&P Completion index (SPCMI). (4) Octave selected relative total stockholder return (“rTSR”) as the company-selected measure (“CSM”) from 2021 to 2024 and has selected adjusted EBITDA Margin to Octave Shareholders as its 2025 CSM. Beginning in fiscal year 2025 Octave has selected Insurance Distribution (“ID”) EBITDA Margin to Octave Shareholders as its CSM. The Compensation Committee approved revisions to the Company’s short‑term incentive plan which includes linking CAP to our NEO directly within the ID segment. As a result of these changes, ID Adjusted EBITDA Margin to Octave Shareholders became the most important financial performance measure used to link compensation actually paid to performance for fiscal year 2025. ID Adjusted EBITDA Margin to Octave Shareholders measures the core earnings power of the segment. It is comprised of Adjusted EBITDA to Octave Shareholders which is a Non-GAAP measurement, for a discussion see Note 3, Segment Information, to Octave’s consolidated financial statements for the year-ended December 31, 2025. For this CSM metric, Adjusted EBITDA to Octave Shareholders is further adjusted by reversing EBITDA from any start-up entities that are under three years from inception. The resulting Adjusted EBITDA is then presented as a ratio against Total ID Revenues. In prior fiscal years (2021–2024), relative total stockholders return (“rTSR”) was the most important financial performance measure used to determine CAP for our NEO’s and therefore served as the CSM for Octave. This measure was first approved by Octave's Compensation Committee for the 2019 LTIP but due to shifting overall company objectives this metric is not used as our CSM in 2025 as it does not link directly to our NEO’s CAP, consistent with SEC Regulation S-K Item 402(v). The following table links Non-GAAP Adjusted EBITDA to Octave Shareholders to Octave’s 2025 CSM, as disclosed in Note 3, Segment Information, to Octave’s consolidated financial statements for the year-ended December 31, 2025.

  56. Pay Versus Performance

    | | Note 3, Segment Information, to Octave’s consolidated financial statements for the year ended December 31, 2025 | Adjusted EBITDA Metric Adjustment | 2025 ID Adjusted EBITDA Margin Metric | | Adjusted EBITDA attributable to Octave shareholders | $22,542 | $(589) | $21,953 | | Total Revenues | 163,726 | (26,587) | 137,139 | | Adjusted EBITDA Margin attributable to shareholders | 13.8% | | 16.0% |

  57. Pay Versus Performance

    Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance: The following graph describes the relationship between Compensation Actually Paid (“CAP”) to the principal executive officer and the Average Compensation Actually Paid to the Non-PEO NEOs and Octave's cumulative total stockholder return (“Octave TSR”) over the last five fiscal years. The following graph compares Octave's TSR and the S&P Completion index cumulative TSR over the last five fiscal years. The comparison assumes $100 was invested in the Company and in the S&P Completion index for the period starting December 31, 2019 and was held through the end of each fiscal year listed in the first table set forth above. Historical stock performance is not necessarily indicative of future stock performance. The following graph describes the relationship between CAP to our named executive officers and Octave's Net Income over the last five fiscal years. Octave has selected ID Adjusted EBITDA Margin as its CSM for 2025 representing Adjusted EBITDA against Revenues within the ID segment. For prior years CSM was rTSR measure representing the percentile rank of Octave's TSR as compared to the TSR of all members of the peer group within each LTIP issuance, ranked in descending order (including Octave).The following graphs show the relationship of CAP compared with CSM metric’s over the last five fiscal years. Company’s Most Important Financial (and Non-Financial) Performance Measures: The following table contains a list that shows the most important financial performance measures used by Octave's Compensation Committee to link compensation actually paid to the named executive officers to Company performance for the most recently completed fiscal year.

  58. Pay Versus Performance

    | ● | Adjusted Insurance Distribution EBITDA Margin to Octave Shareholders | | ● | Total Insurance Distribution Revenues | | ● | Everspan Combined Ratio | | ● | Insurance Distribution 3-year EBITDA Growth Rate | | ● | Insurance Distribution 3-year Organic Revenue Growth Rate |