Smith R Sharon 4/A

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).