03/05/2026 | Press release | Distributed by Public on 03/05/2026 16:13
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Smith R Sharon OCTAVE SPECIALTY GROUP, INC. 40 WALL STREET, 55TH FLOOR NEW YORK, NY 10005 |
Exec VP & Group COO | |||
| William White, attorney-in-fact | 03/05/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |