Smith R Sharon 4/A
4/A · OCTAVE SPECIALTY GROUP INC · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Octave Specialty (OSG) Exec VP Sharon Smith Vests Awards; Shares Withheld
What Happened
- Sharon R. Smith, Executive Vice President & Group COO of Octave Specialty Group, had deferred share units (DSUs) and performance stock units (PSUs) vest and convert to common stock in connection with a change of control. The filing shows acquisitions (conversion/grant) totaling 224,576 shares (145,135 + 3,235 + 76,206). To satisfy withholding for tax obligations the company withheld/disposed 73,915 shares (70,680 at $9.72 = $687,010 and 3,235 at $8.34 = $26,980), a total withholding value of $713,990. This Amended Form 4 corrects the number of shares withheld for taxes.
Key Details
- Transaction dates: Sept 29, 2025 and Sept 30, 2025.
- Conversion/awards reported: 145,135 (conversion), 3,235 (exercise/conversion), 76,206 (grant/award) — total reported acquired = 224,576 shares.
- Tax-withholding dispositions: 70,680 shares @ $9.72 = $687,010 and 3,235 shares @ $8.34 = $26,980 (total 73,915 shares withheld; $713,990).
- Codes: C = conversion of derivative (DSUs), A = grant/award, M = exercise/conversion, F = shares withheld/paid to satisfy tax liabilities.
- Shares owned after transaction: Not specified in this filing.
- Filing status: This is an amended Form 4 correcting the calculation of shares withheld for tax withholding obligations.
Context
- These were not open‑market purchases or voluntary sales; the transactions reflect vesting/settlement of DSUs and accelerated PSUs due to a change of control (footnotes indicate the sale of Ambac Assurance triggered vesting and a Compensation Committee-approved acceleration).
- Withheld shares to cover taxes are common in settlements of deferred/perform‑ance awards and don't necessarily indicate buy/sell sentiment.
- Footnotes explain the change of control, DSU/PSU conversion mechanics, and that certain PSUs were converted into DSUs under the company’s deferral plan (see filing footnotes F1–F6).
Insider Transaction Report
Form 4/AAmended
Smith R Sharon
Exec VP & Group COO
Transactions
- Conversion
Common Stock
[F1]2025-09-29+145,135→ 219,842 total - Tax Payment
Common Stock
[F2]2025-09-29$9.72/sh−70,680$687,010→ 149,162 total - Exercise/Conversion
Common Stock
[F3]2025-09-30+3,235→ 152,397 total - Tax Payment
Common Stock
[F4]2025-09-30$8.34/sh−3,235$26,980→ 149,162 total - Conversion
Deferred Share Units
[F5][F1]2025-09-29−145,135→ 0 total→ Common Stock (145,135 underlying) - Award
Deferred Share Units
[F5][F6]2025-09-30+76,206→ 76,206 total→ Common Stock (76,206 underlying)
Footnotes (6)
- [F1]Upon the closing of the sale of Ambac Assurance Corporation by Ambac Financial Group to an entity owned by funds managed by Oaktree Capital Management, L.P., a change of control was triggered causing the Reporting Person's Deferred Share Units ("DSUs") to vest and settle.
- [F2]Represents the corrected amount of DSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.
- [F3]On September 30, 2025 the Compensation Committee of the Board of Directors of Ambac Financial Group approved the acceleration of the Reporting Person's 2023 and 2024 Performance Stock Unit awards in connection with the change of control referred to in footnote 1. The reporting person acquired shares of common stock of Ambac Financial Group, Inc. (the "Company") upon the simultaneous vesting and settlement of the reporting person's 2023 and 2024 Long Term Incentive Plan PSU awards.
- [F4]Represents the corrected aggregate amount of PSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.
- [F5]Each DSU represents a contingent right to receive one share of common stock of the Company.
- [F6]Represents the aggregate amount of performance stock units ("PSUs") 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 PSU and restricted stock unit awards in accordance with Section 409A of the Internal Revenue Code of 1986, as amended.
Signature
William White, attorney-in-fact|2026-03-03