Total P&C premium production increased 15% for the quarter to $303 million
Insurance Distribution Segment
- Commission Income grew to $37 million, an increase of 13%
- Organic revenue growth equaled 8.1%
- Net loss to Shareholders of $(1) million for the quarter, an improvement of 76%
- Adjusted EBITDA to Shareholders of $7 million for the quarter, up 33%
Specialty P&C Insurance ("Everspan")
- Gross and net premiums written of $80 million and $23 million were up 34% and 978%, respectively
- Combined ratio fell below 100%
- Net income to Shareholders was $1 million, down 37%
- Adjusted EBITDA to Shareholders of $1.5 million, down 46%

Octave Specialty Group, Inc. (NYSE:OSG) ("Octave" or "OSG"), a global specialty insurance firm, today reported its results for the Fourth Quarter 2025.

Claude LeBlanc, President and Chief Executive Officer, stated, "The fourth quarter of 2025 marked the end of a transformational year and the beginning of what we believe is a new era for our company. Following the sale of our legacy financial guarantee business in the third quarter, the acquisition of ArmadaCare in the fourth quarter, and our rebranding as Octave Specialty Group, we emerged as a pure-play specialty P&C company. In the fourth quarter, our insurance distribution business delivered organic growth of over 8%, finishing the year at just over 14%, as we continued to execute on our strategy to build a high-growth, specialty insurance distribution platform that delivers significant long-term value to our shareholders. ArmadaCare, a leading specialty A&H and workplace benefit MGA platform that we recently acquired, materially advances our strategic position by further diversifying our specialty business model in uncorrelated, high-growth segments of the market. During the fourth quarter, we also launched 1889 Specialty, a management liability and professional lines MGA focused on the SME market and backed by A+ capacity. We expect these investments, our expanded and further diversified portfolio of MGA/Us, and our recent corporate cost reduction actions to substantially advance our long-term growth strategy."

LeBlanc continued, "This is truly an exciting time for us. We believe our partnership structure and unique MGA incubator model, which includes aligned capacity and shared technology and business services, continue to distinguish us in the marketplace. As we enter 2026, we expect strong organic growth, bolstered by continued momentum across our core business, including the stable of strong start-ups launched in 2024 and 2025, which are positioned to deliver strong top- and bottom-line growth as these businesses continue to scale."

Octave's Fourth Quarter 2025 Summary Results
	Three Months Ended December 31,								Year Ended December 31,
(in thousands, except per share data)¹	2025			2024			% Change		2025			2024			% Change
Total revenues from continuing operations		66,903			65,222		3	%		251,222			235,815		7	%
Total expenses from continuing operations		97,757			86,322		13	%		352,236			295,660		19	%
Pretax income (loss) from continuing operations		(30,854	)		(21,100	)	46	%		(101,014	)		(59,845	)	69	%
Provision (benefit) for income taxes from continuing operations		(1,181	)		(157	)	NM			(5,211	)		(924	)	NM
Net income (loss) from continuing operations		(29,673	)		(20,943	)	42	%		(95,803	)		(58,921	)	63	%
Net income (loss) from continuing operations attributable to Octave shareholders, net of tax		(29,982	)		(22,163	)	35	%		(98,404	)		(59,282	)	66	%
Net income (loss) from discontinued operations		—			(526,102	)	NM			(163,288	)		(497,167	)	(67	)%
Net income (loss) attributable to Octave shareholders		(29,982	)		(548,264	)	NM			(261,692	)		(556,448	)	(53	)%
Net income (loss) from continuing operations attributable to stockholders per diluted share ³	$	(0.84	)	$	(0.56	)	50	%	$	(2.47	)	$	(1.37	)	80	%
Net income (loss) attributable to stockholders per diluted share ³	$	(0.84	)	$	(11.49	)	(93	)%	$	(5.93	)	$	(11.96	)	(50	)%
Non-GAAP
EBITDA to shareholders ²		(19,509	)		(10,387	)	88	%		(54,929	)		(36,966	)	49	%
Adjusted EBITDA to shareholders²		1,351			520		NM			(7,471	)		2,195		NM
Adjusted net income (loss) attributable to shareholders		(1,097	)		(5,676	)	(81	)%		(27,731	)		(8,606	)	NM
Per Share
Adjusted net income (loss) to shareholders per diluted share²	$	(0.02	)	$	(0.12	)	(83	)%	$	(0.58	)	$	(0.18	)	NM
Adjusted EBITDA to shareholders per diluted share²	$	0.03		$	0.01		NM		$	(0.16	)	$	0.05		NM

Weighted-average diluted shares outstanding		45,146			48,129		(6	)%		47,181			46,970		0.4	%

⁽¹⁾		Some financial data in this press release may not add up due to rounding
⁽²⁾		See Non-GAAP Financial Data section of this press release for further information
⁽³⁾		Per diluted share includes the impact of adjusting redeemable noncontrolling interests to current redemption value

Fourth Quarter 2025 Summary*

Total revenue from continuing operations for the fourth quarter of 2025 was $67 million, an increase of 3% compared to the $65 million in the same prior-year period. The growth in total revenue was driven by the Insurance Distribution (ID) Segment and Corporate operations, which more than offset a decline in revenue in the Specialty Property and Casualty Segment. Organic growth in our Insurance Distribution Segment was 8.1% during the fourth quarter 2025.

Net loss from continuing operations to Octave shareholders for the fourth quarter of 2025 increased by $(8) million to $(30) million compared to $(22) million in the same prior-year period. The higher net loss was primarily attributed to costs associated with the acquisition of ArmadaCare, expenses associated with the exit from the financial guarantee business, and related expense reduction initiatives, and the impairment of a minority investment from a legacy strategy. Significantly lower interest expense and the impact of the ArmadaCare acquisition helped to partially offset these transactional and transitional expenses.

Adjusted EBITDA from continuing operations to Octave shareholders for the fourth quarter of 2025 was $1.4 million compared to $0.5 million in the same prior-year period, driven by a $1.7 million increase in ID Adjusted EBITDA partially offset by a $1.2 million decline in Adjusted EBITDA at Everspan, associated primarily with Everspan's decline in revenue. Adjusted EBITDA also benefited from a $0.4 million improvement at Corporate related to the initial benefits of our corporate expense reduction initiatives.

* For definitions of each non-GAAP measure referred to above, as well as reconciliation of such non-GAAP measures to their most directly comparable GAAP measures, see "Non-GAAP Financial Measures" below.

Earnings Call and Webcast

On February 24, 2026, at 8:30am ET, Claude LeBlanc, President and Chief Executive Officer, and David Trick, Executive Vice President and Chief Financial Officer, will discuss Octave's fourth quarter 2025 results during a conference call. A live audio webcast of the call will be available through the Investor Relations section of Octave's website, https://octavegroup.com/investor-relations/events-and-presentations/. Participants may also listen via telephone by dialing (877) 407-9716 or (201) 493-6779 .

The webcast will be archived on Octave's website. A replay of the call will be available through March 10, 2026, and can be accessed by dialing (Domestic) (844) 512-2921 or (International) (412) 317-6671; and using ID#13757987 .

Additional information is included in an operating supplement and presentations on Octave's website at www.octavegroup.com.

Results of Operations by Segment

Insurance Distribution Segment

	Three Months Ended December 31,								Year Ended December 31,
($ in thousands)	2025			2024			% Change		2025			2024			% Change
Premiums placed	$	223,286		$	204,909		9	%	$	951,781		$	493,372		93	%
Total revenues	$	46,466		$	44,070		5	%	$	163,726		$	99,236		65	%
Pretax income (loss)	$	(2,295	)	$	(4,958	)	(54	)%	$	(20,456	)	$	(7,809	)	162	%
Pretax income (loss) to shareholders	$	(2,604	)	$	(6,178	)	(58	)%	$	(23,057	)	$	(8,172	)	182	%
Net income (loss)	$	(1,114	)	$	(4,786	)	(77	)%	$	(15,353	)	$	(6,881	)	123	%
Net income (loss) to shareholders	$	(1,423	)	$	(6,006	)	(76	)%	$	(17,954	)	$	(7,244	)	148	%
EBITDA	$	10,280		$	9,827		5	%	$	36,918		$	19,653		88	%
EBITDA to shareholders¹	$	6,905		$	5,286		31	%	$	22,411		$	13,205		70	%
Adjusted EBITDA	$	10,481		$	9,827		7	%	$	37,041		$	19,894		86	%
Adjusted EBITDA to shareholders¹	$	7,030		$	5,286		33	%	$	22,542		$	13,446		68	%
Pretax income margin to shareholders²		(5.6	)%		(14.0	)%	840 bps			(14.1	)%		(8.2	)%	(590) bps
Adjusted EBITDA margin to shareholders^1,3,5		15.1	%		12.0	%	310 bps			13.8	%		13.5	%	30 bps
Organic Growth⁴		8.1	%		(3.2	)%				14.2	%		5.4	%

⁽¹⁾		After the impact of noncontrolling interests
⁽²⁾		Represents Pretax income divided by total revenues
⁽³⁾		See Non-GAAP Financial Data section of this press release for further information
⁽⁴⁾		Organic revenue growth includes a $1.2m reduction to 4Q24 revenue to adjust for a revenue recognition accounting policy adjustment made in 4Q24 to recognize revenues that otherwise should have been recorded in 3Q24.
⁽⁵⁾		Represents Adjusted EBITDA to shareholders divided by total revenues

Specialty Property & Casualty Insurance Segment

	Three Months Ended December 31,								Year Ended December 31,
($ in thousands)	2025			2024			% Change		2025			2024			% Change
Gross premium written	$	80,102		$	59,987		34	%	$	360,449		$	382,771		(6	)%
Net premiums written	$	22,910		$	(2,608	)	978	%	$	73,898		$	88,682		(17	)%
Net premiums earned	$	18,324		$	18,931		(3	)%	$	67,232		$	99,005		(32	)%
Total revenue	$	23,068		$	24,818		(7	)%	$	88,403		$	126,320		(30	)%
Net income (loss)	$	1,158		$	1,836		(37	)%	$	2,956		$	10,469		(72	)%
Adjusted EBITDA to shareholders⁽¹⁾	$	1,460		$	2,698		(46	)%	$	3,777		$	5,136		(26	)%
Loss Ratio		61.8	%		51.9	%	990 bps			70.2	%		73.4	%	(320) bps
Expense Ratio		37.6	%		44.6	%	(700) bps			35.0	%		28.2	%	680 bps
Combined Ratio		99.4	%		96.5	%	290 bps			105.2	%		101.6	%	360 bps

⁽¹⁾

After the impact of noncontrolling interests. See Non-GAAP Financial Data section of this press release for further information

OSG Corporate (holding company only)

OSG on a standalone basis, excluding its ownership interests in its Specialty P&C Insurance and Insurance Distribution subsidiaries, had net assets of $76 million as of December 31, 2025. Assets included cash and liquid securities of $49 million and other investments of $25 million.

Consolidated Octave Financial Group, Inc. Stockholders' Equity and NCI Impact to EPS

Stockholders' equity attributable to common shareholders at December 31, 2025, was $715,790, or $15.90 per share compared to $783,323 or $16.77 per share as of September 30, 2025. The decline was primarily a result of the net loss from continuing operations attributable to common shareholders of $(30) million, the cost of shares repurchased of $(27) million and change in redeemable noncontrolling interest of $(8) million.

Share Repurchase

Subsequent to September 30, 2025, OSG repurchased in the open market over 3.1 million shares of its outstanding common stock through a 10B5-1 program. These repurchases represented 6.7% of shares outstanding and 6.5% of basic weighted shares outstanding as last reported.

Calculation of Earnings Per Share

Diluted net income per share is computed by dividing net income attributable to shareholders, including adjustments to the redemption value of redeemable noncontrolling interests, by the basic weighted-average shares outstanding plus all potentially dilutive common shares outstanding during the period. The following table provides a reconciliation of net income attributable to shareholders to the numerator in the diluted earnings per share calculation, together with the resulting earnings per share amounts:

	Three Months Ended December 31,						Year Ended December 31,
(in thousands, except per share data)		2025			2024			2025			2024
Net income (loss) from continuing operations attributable to shareholders	$	(29,982	)	$	(22,163	)	$	(98,404	)	$	(59,282	)
Adjustment for Redeemable NCI		(8,017	)		(4,917	)	$	(18,175	)	$	(5,222	)
Numerator of diluted EPS	$	(37,999	)	$	(27,080	)	$	(116,579	)	$	(64,504	)
Per Share — Diluted	$	(0.84	)	$	(0.56	)	$	(2.47	)	$	(1.37	)

Net income (loss) attributable to Octave shareholders	$	(29,982	)	$	(548,264	)	$	(261,692	)	$	(556,448	)
Adjustment for Redeemable NCI		(8,017	)		(4,917	)		(18,175	)		(5,222	)
Numerator of diluted EPS	$	(37,999	)	$	(553,181	)	$	(279,867	)	$	(561,670	)
Per Share — Diluted	$	(0.84	)	$	(11.49	)	$	(5.93	)	$	(11.96	)

WASO-Diluted		45,146			48,129			47,181			46,970

OCTAVE SPECIALTY GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Income (Loss) (Unaudited)

	Three Months Ended December 31,						Year Ended December 31,
($ in thousands, except share data)		2025			2024			2025			2024
Revenues:
Commissions	$	40,229		$	38,009		$	143,381		$	92,023
Servicing and other fees		6,128			4,087			20,419			6,353
Net premiums earned		18,324			18,931			67,232			99,005
Program fees		3,583			3,989			14,322			13,506
Investment income		2,557			3,557			10,647			14,448
Other		(3,918	)		(3,351	)		(4,780	)		10,480
Total revenues		66,903			65,222			251,222			235,815
Expenses:
Commissions		8,102			13,667			37,037			40,876
Losses and loss adjustment expenses		11,333			9,826			47,193			72,626
Policy acquisition costs		4,759			7,850			15,790			23,666
General and administrative		58,843			39,730			191,624			129,166
Intangible amortization and depreciation		13,289			9,615			41,952			19,947
Interest		1,431			5,634			18,640			9,379
Total expenses		97,757			86,322			352,236			295,660
Pretax income (loss) from continuing operations		(30,854	)		(21,100	)		(101,014	)		(59,845	)
Provision (benefit) for income taxes from continuing operations		(1,181	)		(157	)		(5,211	)		(924	)
Net income (loss) from continuing operations		(29,673	)		(20,943	)		(95,803	)		(58,921	)
Net income (loss) from discontinued operations		—			(526,102	)		(163,288	)		(497,167	)
Net income (loss)		(29,673	)		(547,045	)		(259,091	)		(556,087	)
Net (gain) loss attributable to noncontrolling interest		(309	)		(1,220	)		(2,601	)		(361	)
Net income (loss) attributable to shareholders	$	(29,982	)	$	(548,264	)	$	(261,692	)	$	(556,448	)

Net income (loss) from continuing operations attributable to stockholders	$	(29,982	)	$	(22,163	)	$	(98,404	)	$	(59,282	)
Net income (loss) from discontinued operations attributable to stockholders		—			(526,102	)		(163,288	)		(497,166	)
Net income (loss) attributable to shareholders	$	(29,982	)	$	(548,264	)	$	(261,692	)	$	(556,448	)

Net income (loss) from continuing operations per share attributable to stockholders
Basic	$	(0.84	)	$	(0.56	)	$	(2.47	)	$	(1.37	)
Diluted	$	(0.84	)	$	(0.56	)	$	(2.47	)	$	(1.37	)

Net income (loss) per share attributable to stockholders
Basic	$	(0.84	)	$	(11.49	)	$	(5.93	)	$	(11.96	)
Diluted	$	(0.84	)	$	(11.49	)	$	(5.93	)	$	(11.96	)

Weighted average number of common shares outstanding:
Basic		45,146,058			48,128,820			47,181,227			46,969,708
Diluted		45,146,058			48,128,820			47,181,227			46,969,708

OCTAVE SPECIALTY GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

($ in thousands, except share data)	December 31, 2025			September 30, 2025⁽¹⁾
Assets:
Investments:
Fixed maturity securities, at fair value (amortized cost: $123,415 and $132,617)	$	122,295		$	131,101
Short-term investments, at fair value (amortized cost: $146,433 and $295,815)		146,442			295,825
Other investments (includes $7,454 and $7,684 at fair value)		24,971			28,302
Total investments (net of allowance for credit losses of $0 and $0)		293,708			455,228
Cash and cash equivalents (including $40,754 and $17,669 of restricted cash)		68,440			51,767
Premium receivables (net of allowance for credit losses of $500 and $142)		75,085			74,760
Commission and fees receivable		86,549			75,480
Reinsurance recoverable on paid and unpaid losses (net of allowance for credit losses of $450 and $338)		436,092			440,462
Deferred ceded premium		146,365			160,906
Policy acquisition costs		9,732			9,284
Intangible assets, less accumulated amortization		474,998			339,197
Goodwill		540,345			445,382
Other assets		92,003			95,424
Total assets	$	2,223,317		$	2,147,890
Liabilities and Stockholders' Equity:
Liabilities:
Unearned premiums	$	187,178		$	197,133
Loss and loss adjustment expense reserves		459,990			437,539
Ceded premiums payable		80,561			87,635
Deferred program fees and reinsurance commissions		6,978			7,754
Deferred taxes		65,217			68,865
Long-term debt		117,558			—
Accrued interest payable		1,343			—
Commission payable		115,555			109,317
Other liabilities		102,771			92,226
Total liabilities		1,137,151			1,000,469

Redeemable noncontrolling interest		252,981			248,308
Stockholders' equity:
Preferred stock, par value $0.01 per share; 20,000,000 shares authorized shares; issued and outstanding shares—none		—			—
Common stock, par value $0.01 per share; 130,000,000 shares authorized; issued shares: 48,876,882 and 48,875,167		489			489
Additional paid-in capital		369,860			367,077
Accumulated other comprehensive income (loss)		8,483			7,426
Retained earnings		370,431			436,026
Treasury stock, shares at cost: 3,871,598 and 2,368,194		(33,473	)		(27,695	)
Total Octave Specialty Group, Inc. stockholders' equity		715,790			783,323
Nonredeemable noncontrolling interest		117,395			115,790
Total stockholders' equity		833,185			899,113
Total liabilities, redeemable noncontrolling interest and stockholders' equity	$	2,223,317		$	2,147,890

⁽¹⁾

The September 30, 2025 Consolidated Balance Sheet reflects a correction to redeemable noncontrolling interest and total stockholders' equity $60.1 million

Non-GAAP Financial Data

In addition to reporting the Company's quarterly financial results in accordance with GAAP, the Company is reporting non-GAAP financial measures: EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, Organic Revenue Growth Rate (Insurance Distribution segment only), Adjusted Net Income and Adjusted Net Income Margin. These amounts are derived from our consolidated financial information, but are not presented in our consolidated financial results.

We present non-GAAP supplemental financial information because we believe such information is of interest to the investment community, and that it provides greater transparency and enhanced visibility into the underlying drivers and performance of our businesses on a basis that may not be otherwise apparent on a GAAP basis. We view these non-GAAP financial measures as important indicators when assessing and evaluating our performance on a segmented and consolidated basis and they are presented to improve the comparability of our results between periods by eliminating the impact of the items that may not be representative of our core operating performance. These non-GAAP financial measures are not substitutes for the Company's GAAP reporting, should not be viewed in isolation and may differ from similar reporting provided by other companies, which may define non-GAAP measures differently

The following paragraphs define each non-GAAP financial measure. A tabular reconciliation of the non-GAAP financial measure and the most comparable GAAP financial measure is also presented below.

Non-GAAP Financial Measures

Organic Revenue Growth & Rate (Insurance Distribution Only.) — Organic revenue is based on commissions and fees for the relevant period by excluding (i) the first twelve months of commissions and fees generated from acquisitions, (ii) commissions and fees from divestitures and (iii) and other items such as contingent commissions and the impact of changes in foreign exchange rates.

Organic Revenue Growth is the change in organic revenue period-to-period, with prior period results adjusted to (i) include commissions and fees that were excluded from organic revenue in the prior period and reached the twelve-month owned mark in the current period, and (ii) exclude commissions and fees related to divestitures from organic revenue.

Total Specialty P&C Insurance Production Specialty P&C Insurance production, which includes gross premiums written by Octave's Specialty P&C Insurance segment and premiums placed by the Insurance Distribution segment. Specialty P&C Insurance revenues are dependent on gross premiums written, as specialty program insurance companies earn premiums based on the portion of gross premiums written retained (i.e. net premiums written) and fees on gross premiums written that are ceded to reinsurers. Insurance Distribution revenues are dependent on premium volume, as Managing General Agents/Underwriters and brokers receive commissions based on the amount of premiums placed (i.e. gross premiums written on behalf of insurance carriers) with insurance carriers.

EBITDA — EBITDA is net income (loss) from continuing operations before interest expense, income taxes, depreciation and amortization of intangible assets.

EBITDA Margin — EBITDA divided by total revenues.

Adjusted EBITDA and Adjusted EBITDA Margin — We define Adjusted EBITDA as net income (loss) from continuing operations before interest expense, income taxes, depreciation, amortization of intangible assets, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, acquisition and integration-related expenses, severance, and other exceptional or non-recurring items, including those related to raising capital. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of income and expenses that may obfuscate business performance, and that the presentation of this measure enhances an investor's understanding of our financial performance.

Adjusted Net Income and Adjusted Net Income Margin — We define Adjusted Net Income as net income (loss) from continuing operations attributable to Octave adjusted for amortization of intangible assets, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, acquisition and integration -related expenses, severance and non-recurring income and loss items that, in the opinion of management, significantly affect the period-over-period assessment of operating results, and the related tax effect of those adjustments. Per share amounts exclude any impact of revaluing non-controlling interests as otherwise reported under GAAP earnings per share. We believe that Adjusted Net Income is an appropriate measure of operating performance because it eliminates the impact of income and expenses that may obfuscate business performance.

Results of Operations by Segment (Continued)

Three Months Ended December 31, 2025	Specialty Property & Casualty Insurance			Insurance Distribution			Corporate & Other			Consolidated
($ in thousands)
Gross premiums written	$	80,102								$	80,102
Net premiums written		22,910									22,910
Total revenues from Continuing Operations		23,068			46,466			(2,631	)		66,903
Total expenses from Continuing Operations		21,814			48,761			27,181			97,757
Pretax income (loss)		1,254			(2,295	)		(29,812	)		(30,854	)
Provision (benefit) for income taxes		96			(1,181	)		(96	)		(1,181	)
Net income (loss) from Continuing Operations	$	1,158		$	(1,114	)	$	(29,716	)	$	(29,673	)

Adjustments to EBITDA
Add: Interest expense				$	1,431					$	1,431
Add: Income tax expense		96			(1,181	)		(96	)		(1,181	)
Add: Depreciation		—			347			2,145			2,492
Add: Intangible amortization					10,797						10,797
EBITDA from Continuing Operations	$	1,254		$	10,280		$	(27,667	)	$	(16,134	)
EBITDA from Continuing Operations attributable to Octave shareholders	$	1,254		$	6,905		$	(27,667	)	$	(19,509	)

Adjustments to Adjusted EBITDA
Add: Acquisition and integration related expenses	$	—		$	—		$	7,796		$	7,796
Add: Equity-based compensation expense		206			201			2,072			2,479
Add: Severance and restructuring expense		—			—			7,561			7,561
Add: Other non-operating (income) losses		—			—			3,100			3,100
Adjusted EBITDA from Continuing Operations		1,460			10,481			(7,138	)		4,802
Adjusted EBITDA from Continuing Operations attributable to Octave shareholders	$	1,460		$	7,030		$	(7,138	)	$	1,351

Net income (loss) (Continuing Operations)	$	1,158		$	(1,114	)	$	(29,716	)	$	(29,673	)
Adjustments:
Add: Acquisition and integration related expenses		—			—			7,796			7,796
Add: Intangible amortization		—			10,797			—			10,797
Add: Equity-based compensation expense		206			201			2,072			2,479
Add: Severance and restructuring expense		—			—			9,453			9,453
Add: Other non-operating (income) losses		—			—			3,100			3,100
Adjusted net income (loss) before tax and NCI		1,364			9,884			(7,295	)		3,952
Income tax effects		(43	)		(2,050	)		43			(2,050	)
Adjusted net income (loss) before NCI		1,321			7,834			(7,252	)		1,902
Net (income) loss attributable to noncontrolling interest		—			(2,999	)		—			(2,999	)
Adjusted net income (loss) attributable to shareholders	$	1,321		$	4,835		$	(7,252	)	$	(1,097	)

Net income (loss) margin		5.0	%		(2.4	)%		NM			(44.4	)%
Adjusted EBITDA Margin		6.3	%		22.6	%		NM			7.2	%
Adjusted EBITDA Margin to Octave shareholders		6.3	%		15.1	%		NM			2.0	%
Adjusted Net income (loss) after NCI margin		5.7	%		10.4	%		NM			(1.6	)%

Three Months Ended December 31, 2024	Specialty Property & Casualty Insurance			Insurance Distribution			Corporate & Other			Consolidated
($ in thousands)
Gross premiums written	$	59,987								$	59,987
Net premiums written		(2,608	)								(2,608	)
Total revenues from Continuing Operations		24,818			44,070			(3,666	)		65,222
Total expenses from Continuing Operations		22,252			49,028			15,042			86,322
Pretax income (loss)		2,566			(4,958	)		(18,708	)		(21,100	)
Provision (benefit) for income taxes		730			(172	)		(715	)		(157	)
Net income (loss) from Continuing Operations	$	1,836		$	(4,786	)	$	(17,993	)	$	(20,943	)

Adjustments to EBITDA
Add: Interest expense				$	5,639					$	5,639
Add: Income tax expense		730			(172	)		(715	)		(157	)
Add: Depreciation					245			469			714
Add: Intangible amortization					8,901						8,901
EBITDA from Continuing Operations	$	2,566		$	9,827		$	(18,239	)	$	(5,846	)
EBITDA from Continuing Operations attributable to Octave shareholders	$	2,566		$	5,286		$	(18,239	)	$	(10,387	)

Adjustments to Adjusted EBITDA
Add: Acquisition and integration related expenses		—		$	—		$	1,561			1,561
Add: Equity-based compensation expense		132			—			2,689			2,821
Add: Severance and restructuring expense		—			—			362			362
Add: Other non-operating (income) losses		—			—			6,163			6,163
Adjusted EBITDA from Continuing Operations		2,698			9,827			(7,464	)		5,061
Adjusted EBITDA from Continuing Operations attributable to Octave shareholders	$	2,698		$	5,286		$	(7,464	)	$	520

Net income (loss) (Continuing Operations)	$	1,836		$	(4,786	)	$	(17,993	)	$	(20,943	)
Adjustments:
Add: Acquisition and integration related expenses		—			—			1,561			1,561
Add: Intangible amortization		—			8,901			—			8,901
Add: Equity-based compensation expense		132			—			2,689			2,821
Add: Severance and restructuring expense		—			—			362			362
Add: Other non-operating (income) losses		—			—			6,163			6,163
Adjusted net income (loss) before tax and NCI		1,968			4,115			(7,218	)		(1,135	)
Income tax effects		—			—			—			—
Adjusted net income (loss) before NCI		1,968			4,115			(7,218	)		(1,135	)
Net (income) loss attributable to noncontrolling interest		—			(4,541	)		—			(4,541	)
Adjusted net income (loss) attributable to shareholders	$	1,968		$	(426	)	$	(7,218	)	$	(5,676	)

Net income (loss) margin		7.4	%		(10.9	)%		NM			(32.1	)%
Adjusted EBITDA Margin		10.9	%		22.3	%		NM			7.8	%
Adjusted EBITDA Margin to Octave shareholders		10.9	%		12.0	%		NM			0.8	%
Adjusted Net income (loss) after NCI margin		7.9	%		(1.0	)%		NM			(8.7	)%

Results of Operations by Segment (Continued)

Year Ended December 31, 2025	Specialty Property & Casualty Insurance			Insurance Distribution			Corporate & Other			Consolidated
($ in thousands)
Gross premiums written	$	360,449								$	360,449
Net premiums written		73,898									73,898
Total revenues from Continuing Operations		88,403			163,726			(907	)		251,222
Total expenses from Continuing Operations		85,073			184,182			82,981			352,236
Pretax income (loss)		3,330			(20,456	)		(83,888	)		(101,014	)
Provision (benefit) for income taxes		374			(5,103	)		(482	)		(5,211	)
Net income (loss) from Continuing Operations	$	2,956		$	(15,353	)	$	(83,406	)	$	(95,803	)

Adjustments to EBITDA
Add: Interest expense	$	—		$	18,640		$	—		$	18,640
Add: Income tax expense		374			(5,103	)		(482	)		(5,211	)
Add: Depreciation		—			690			3,218			3,908
Add: Intangible amortization		—			38,044			—			38,044
EBITDA from Continuing Operations	$	3,330		$	36,918		$	(80,670	)	$	(40,422	)
EBITDA from Continuing Operations attributable to Octave shareholders	$	3,330		$	22,411		$	(80,670	)	$	(54,929	)

Adjustments to Adjusted EBITDA
Add: Acquisition and integration related expenses	$	—		$	375		$	9,106		$	9,481
Add: Equity-based compensation expense		447			368			11,494			12,309
Add: Severance and restructuring expense		—			60			21,173			21,233
Add: Other non-operating (income) losses		—			(591	)		5,108			4,517
Adjusted EBITDA from Continuing Operations		3,777			37,041			(33,789	)		7,028
Adjusted EBITDA from Continuing Operations attributable to Octave shareholders	$	3,777		$	22,542		$	(33,789	)	$	(7,471	)

Net income (loss) (Continuing Operations)	$	2,955		$	(15,353	)	$	(83,404	)	$	(95,800	)
Adjustments:
Add: Acquisition and integration related expenses		—			375			9,106			9,481
Add: Intangible amortization		—			38,044			—			38,044
Add: Equity-based compensation expense		447			368			11,494			12,309
Add: Severance and restructuring expense		—			60			23,065			23,125
Add: Other non-operating (income) losses		—			(591	)		5,108			4,517
Adjusted net income (loss) before tax and NCI		3,403			22,903			(34,633	)		(8,328	)
Income tax effects		(58	)		(6,009	)		58			(6,009	)
Adjusted net income (loss) before NCI		3,345			16,894			(34,575	)		(14,337	)
Net (income) loss attributable to noncontrolling interest		—			(13,394	)		—			(13,394	)
Adjusted net income (loss) attributable to shareholders	$	3,345		$	3,500		$	(34,575	)	$	(27,731	)

Net income (loss) margin		3.3	%		(9.4	)%		NM			(38.1	)%
Adjusted EBITDA Margin		4.3	%		22.6	%		NM			2.8	%
Adjusted EBITDA Margin to Octave shareholders		4.3	%		13.8	%		NM			(3.0	)%
Adjusted Net income (loss) after NCI margin		3.8	%		2.1	%		NM			(11.0	)%

Year Ended December 31, 2024	Specialty Property & Casualty Insurance			Insurance Distribution			Corporate & Other			Consolidated
($ in thousands)
Gross premiums written	$	382,771								$	382,771
Net premiums written		88,682									88,682
Total revenues from Continuing Operations		126,320			99,236			10,259			235,815
Total expenses from Continuing Operations		114,098			107,045			74,516			295,660
Pretax income (loss)		12,222			(7,809	)		(64,257	)		(59,845	)
Provision (benefit) for income taxes		1,753			(928	)		(1,748	)		(924	)
Net income (loss) from Continuing Operations	$	10,469		$	(6,881	)	$	(62,509	)	$	(58,921	)

Adjustments to EBITDA
Add: Interest expense	$	—		$	9,379		$	—		$	9,379
Add: Income tax expense		1,753			(928	)		(1,748	)		(924	)
Add: Depreciation		—			481			1,864			2,345
Add: Intangible amortization		—			17,602			—			17,602
EBITDA from Continuing Operations	$	12,222		$	19,653		$	(62,393	)	$	(30,518	)
EBITDA from Continuing Operations attributable to Octave shareholders	$	12,222		$	13,205		$	(62,393	)	$	(36,966	)

Adjustments to Adjusted EBITDA
Add: Acquisition and integration related expenses	$	—		$	—		$	27,388		$	27,388
Add: Equity-based compensation expense		414			—			8,941			9,355
Add: Severance and restructuring expense		—			248			7,352			7,600
Add: Other non-operating (income) losses		(7,500	)		—			2,318			(5,182	)
Adjusted EBITDA from Continuing Operations		5,136			19,901			(16,394	)		8,643
Adjusted EBITDA from Continuing Operations attributable to Octave shareholders	$	5,136		$	13,453		$	(16,394	)	$	2,195

Net income (loss) (Continuing Operations)	$	10,466		$	(6,769	)	$	(62,508	)	$	(58,812	)
Adjustments:
Add: Acquisition and integration related expenses		—			—			27,388			27,388
Add: Intangible amortization		—			17,602			—			17,602
Add: Equity-based compensation expense		414			—			8,941			9,355
Add: Severance and restructuring expense		—			248			7,352			7,600
Add: Other non-operating (income) losses		(7,500	)		—			2,318			(5,182	)
Adjusted net income (loss) before tax and NCI		3,383			10,969			(16,510	)		(2,158	)
Income tax effects		—			—			—			—
Adjusted net income (loss) before NCI		3,383			10,969			(16,510	)		(2,158	)
Net (income) loss attributable to noncontrolling interest		—			(6,448	)		—			(6,448	)
Adjusted net income (loss) attributable to shareholders	$	3,383		$	4,521		$	(16,510	)	$	(8,606	)

Net income (loss) margin		8.3	%		(6.9	)%		NM			(25.0	)%
Adjusted EBITDA Margin		4.1	%		20.1	%		NM			3.7	%
Adjusted EBITDA Margin to Octave shareholders		4.1	%		13.6	%		NM			0.9	%
Adjusted Net income (loss) after NCI margin		2.7	%		4.6	%		NM			(3.6	)%

Organic Growth

	Three Months Ended December 31,								Year Ended December 31,
($ in thousands)		2025			2024		% Growth			2025			2024		% Growth
Total Insurance Distribution revenue ⁽¹⁾	$	46,594		$	44,096		5.7	%	$	163,855		$	99,236		65.1	%
Less: Acquired revenues ⁽²⁾		(4,998	)		(1,200	)				(50,102	)		(1,200	)

Octave Specialty Group Reports Fourth Quarter 2025 Results