Octave Specialty Group (OSG) Proxy filing summary

Executive summary

• Completed sale of legacy financial guarantee business for $420 million in Q3 2025, removing $6.2 billion in liabilities and enabling exclusive focus on specialty insurance distribution and underwriting.

• Company rebranded and streamlined leadership to four executive officers, aligning with a new specialty P&C platform strategy.

• Board recommends voting for all proxy proposals, including director elections, executive compensation, auditor ratification, and the 2026 Incentive Compensation Plan.

Voting matters and shareholder proposals

• Proposals include election of directors, advisory vote on executive compensation (say-on-pay), ratification of Ernst & Young LLP as auditor, and approval of the 2026 Incentive Compensation Plan.

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 7 members, 6 of whom are independent, with diverse backgrounds in finance, insurance, and governance.

• Separate Chairman and CEO roles, annual director elections, and no classified board structure.

• All directors actively engaged and attend meetings.