Overseas Shipholding Group, Inc.

Greetings and welcome to Octave Specialty Group Inc. First Quarter 2026 Learning Squad. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to turn the call over to Karen Byer, Head of Investor Relations. Please go ahead.

Thank you. Good morning and welcome to Octave's first quarter 2026 call to discuss financial results. Speaking today will be Claude LeBlanc, President and CEO, and David Tritt, Chief Financial Officer. They will discuss the financial results of our business in the current market environment. And after prepared remarks, we'll take your questions. Also available for Q&A today will be executives from our insurance distribution segment. For those of you following along on the webcast during the prepared remarks, we will be highlighting some slides from the investor presentation, which can be located on our website. Our call today includes forward-looking statements. The company cautions investors that any forward-looking statement involves risks and uncertainty, and it is not a guarantee of future performance. Actually, results may differ materially from those expressed or implied in the forward-looking statement due to a variety of factors. These factors are described under forward-looking statements in our earnings press release and in our most recent 10Q and 10K filed with the SEC. We do not undertake any obligation to update forward-looking statements. Also, in our prepared remarks or responses to questions, we may mention some non-GAAP natural measures. Reconciliation to those non-GAAP measures are included in our recent earnings press release, operating supplement, and other materials available in the investor section on our website, octavegroup.com. And now I would like to turn the call over to Mr. Claude LeBlanc.

Thank you, Karen, and good morning, everyone. I'm pleased to report that we started the year with a strong first quarter. Our performance was led by our core insurance distribution business, which grew total revenues 92%, driven by robust organic growth of 42%, and the October 2025 acquisition of Roboticare. Adjusted EBITDA for this segment was $25 million, nearly a four-fold increase compared to a year ago, with margin still contributing negatively to adjusted EBITDA. Our specialty property category segment reported good top-line growth and is well-positioned to grow through both third-party and select active programs as the year progresses. Adjusted EBITDA for the quarter was $1.6 million, essentially flat year-over-year when excluding the impact of a settlement or a potential litigation matter related to an insurance claim. David will provide more details of the financial results for the quarter in his commentary. Our story has been one of continued momentum. Over the last five years, we have executed a clear strategy to reposition Octave, transitioning from our legacy business toward a modern, scalable MGA platform. We have executed strategic acquisitions, including Deep Capital Partners in 2024 and Herboticare in 2025. while making significant strides in realigning our cost structure to match the scale of our growing platform. Optive Ventures, our incubator, is the best-in-class scalable platform, offering a full suite of business solutions and capacity for startup MGAs, which provides us a significant advantage in attracting top underwriting talent in the market. Our pipeline and white space for startup MGAs remains broad and robust. One of Octave's core strengths is the diversification of its platform, both in terms of sector and product line, as well as in the maturity of our businesses. This is further bolstered by our focus on specialized areas where we have a competitive edge, a combination that we believe will enable our portfolio to perform across market cycles. For example, our action and the acquisition of Roboticare and strong organic growth in our other A&H business. We believe our A&H businesses are well positioned to capitalize on secular trends, such as growth of self-funded employer health plans, leading to opportunities for growth in our employer stop-loss, employee benefits, and supplemental A&H businesses. As part of our key organic growth initiatives, geographic expansion and crossover, supported by enhanced carrier relationships and a digital data infrastructure that reinforces underwriting and speed to market. Octave's data and AI strategy, supported by our digital data infrastructure, is a digital part of our company strategy, woven into our growth, integration, and risk oversight plans. We are pursuing AI through two complementary tracks. The first is bespoke proprietary systems, which are capabilities built on our data designed by us and built by us for specific underwriting and servicing use cases. Hammurabi, which I discussed last quarter, is one example. The second is a curated partner model where we work with best-in-class AI providers who bring proven commercial capabilities and where the data foundry is clearly defined and contractually protected. For us, or her data extraction from submissions. Together, these tracks let us move quickly on impactful opportunities while building the proprietary capabilities that will define and differentiate Octave as a theater-rich and AI-powered energy platform. With that backdrop, I would like to provide our perspective on the current environment and how we see Octave navigating the current market. Property lines continue to soften following years of hardening. This is particularly evident in the large and middle market account segments, as well as on cap-driven exposures. At Octave, our property-focused MGAs are well-diversified across the U.S., U.K., and Bermuda markets, and primarily focus on low-cap exposed lines and niche SME markets, which has sheltered us from the most volatile parts of the property market. So while we are exposed to property pricing trends, our property-focused portfolio companies are navigating rate declines and selectively seeking to underwrite risk where risk-adjusted returns remain attractive. In casualty lines, our portfolio companies continue to see a positive rate environment, particularly in higher hazard lines such as transport and habitational, where loss trends continue to drive rate increases, in many cases above 10%. We are seeing a moderation of rate increases in segments with lower hazard risk and in the SME segment of the casualty market. And lastly, our niche professional and other specialty portfolio companies continue to show good growth in a moderating to stable rate environment. In summary, while we have experienced some headwinds in certain lines, the diversification of our portfolio, our experienced underwriting leadership team, and the early stage growth of our USMGAs give us confidence in our ability to achieve our growth targets while maintaining strong underwriting performance. I will now turn it over to David to review our first quarter results. David?

Thank you, Claude, and good morning, everyone. Optif reported a net loss to shareholders of $6.9 million for 13 cents per share in the first quarter of 2026. Compared to a net loss continuing operations to shareholders of $16.1 million, or $0.57 per share, in the first quarter of 2025, an improvement of 57%. Consolidated EBITDA and adjusted EBITDA to shareholders increased to $3.6 million and $20.1 million, compared to a negative $5.5 million and negative $1.3 million, respectively, in the first quarter of 2025. representing a $9.1 million and $21.4 million improvement, despite the blame. Controligated adjusted net income to shareholders was $16.6 million, or $0.37 per share, compared to a net loss of $6 million, or $0.13 per share, in the first quarter of 2025, an improvement of $22.6 million, or $0.50 per share. For non-GAAP metrics, adjusted EBITDA adjusted net income, exclude the impact of a settlement of a potential litigation matter at Everspan, severance costs, other non-occurring costs, and equity compensation. The favorable movement in our results for the quarter were driven by an insurance distribution segment and lower corporate overhead. Total revenue for the insurance distribution segment grew 92% to $78.5 billion in the first quarter of 2026. Drivers of this growth included the acquisition of ArmadaCare in the fourth quarter of 2025, an organic growth of 42%. ArmadaCare, while not included in our organic growth calculations, grew revenue organically by 10% compared to its first quarter of 2025. The diversity of our business and certain niche product lines helped deliver these favorable results fate of stocks and conditions at certain times. Insurance distribution net income to shareholders increased to $13.2 million in the quarter, compared to a net loss of $3.4 million in the prior year quarter, an improvement of $16.6 million. Insurance distribution adjusted EBITDA to shareholders grew nearly fourfold, $25.3 million compared to $7.1 million in the first quarter of 2025. An adjusted net income to shareholders was $22 million compared to $2.5 million in the first quarter of 2025, an increase of nearly eight times. Our insurance distribution results for the quarter were driven by a number of factors, including the October 2025 acquisition of ArmadaCare, organic growth across a diverse group of MGAs, higher profit commissions, lower interest rates, resulting from both a reduction of debt and lower financing costs. It is worthy to note that after a couple of years of negative growth, as I've discussed on prior polls, our exchange benefits platform in particular had a strong first quarter, posting record results in its core ESL business, a testament to the discipline and commitment of our team. The strong performance in the quarter, which on an absolute basis is also impacted by the seasonality of our A&H business, drove our margins to record highs of 15.3% for pre-tax income to shareholders and 32.3% for adjusted EBITDA to shareholders, increasing 26 and 15 points respectively. As a result of seasonality and other factors, such as the nature of the NOVOs, we do anticipate variability in our results Our results for the quarter also reflect our continued investment in de novo MGAs, which reduced EBITDA to shareholders by about $1.1 million in the first quarter of 2026 versus $600,000 in the first quarter of 2025. These costs were spread across approximately five MGAs. While not impacting our first quarter results, we ended the quarter by acquiring an additional 10% of Octave Venture. as well as an additional stake in four other MGAs, three of which were related to OxyCentral. The total cost of these NCI buy-ins was about $44 million. These were funded with cash and by the expansion of our existing terminal facility. Our insurance distribution business, Debt to EBITDA, on the pro forma PTM basis was roughly 3.2 times at March 31st, 2026. They believe our bank facilities are attractive from the standpoint that they have five-year tenders, modest required amortization, and are currently at a spread of 275 basis points over the so far, which declined based on leverage. As part of the increase, we agreed to provide the equity in Everspan's intermediate holding company as additional collateral, which is very much standard in bank-funded insurance commanding transactions. Given that OSG guarantees a debt This additional collateral also does not create a material change in the economic terms. Turning to Everspan, gross premiums written and net premiums written and earned in the quarter were 104 million, 32 million, and 20 million, up 19%, 80%, and 28% respectively, driven by the repositioning of our portfolio, which began late in 2024. First quarter production included the impact of 24 programs, four of which were new compared to last year, and two of which were opt-in-related programs. The actions we took, which I've previously spoken about, brought down our current quarter active year loss ratio to 54%, while our active programs are running about a 57% loss ratio. However, our reported net loss in LAE ratio was 98.4%, first quarter as a result of losses and expenses incurred in connection with a settlement to resolve potential litigation matters related to an insurance claim. This settlement resulted in additional losses incurred of $2.1 million and LAE incurred for legal fees of $5.8 million. The settlement accounted for 39.6 loss ratio points in the quarter. On a pro forma basis, including the settlement cost, severance, as well as other expenses mostly related to timing differences, our combined ratio for the quarter was approximately 95%, which is more in line with our long-term expectations. For the first quarter of 2026, purpose-band produced a pre-tax loss of $8 million and adjusted EBITDA was $2 million, up 2% from the first quarter of 2025. Our recent expense reduction initiative at corporate also began to take hold in the first quarter of 2026 as well, with nominal expenses declining to just over 12 million from 15 million last year. Moreover, adjusted expenses declined to 7.2 million from 10.6 million in the prior year comparable period. The difference between reported expenses and adjusted expenses in the current quarter mainly attributable to acquisition and integration costs of about $1.1 million, severance and restructuring expenses of half a million, and equity compensation of $3.1 million, which included a catch-up accrual due to a change in performance factors of $1.7 million. We continue to evaluate all expenses in the effort to trend toward adjusted expenses downward towards our longer-term goals. I'll now turn the call back to Claude.

Thank you, David. I am immensely proud of what our team accomplished during the first quarter, and we are very optimistic about our company's long-term trajectory and target goals we previously shared. As we look forward in 2026, we are very focused on the execution of our strategy with organic growth being our primary driver. Having taken steps to rebalance its portfolio, EverSpan is also now well-positioned and on a trajectory towards delivering solid top-line and bottom line results. As David previously mentioned, we have also made significant progress in addressing our corporate expenses, which will continue to be a central area of focus for us as we progress through the coming quarters. Operator, I would now like to open the call for questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. Confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your questions from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while you poll for questions. The first question comes from the line of Mark Hughes with Truist Securities. Please go ahead.

Yeah, thank you. Good morning.

Good morning, Mark.

Good morning. On the presentation, you show your 2026 guidance. You point out it was initially presented in February. Was the Q1 kind of relative to the guidance? Was it consistent with your expectations? Seems like it was quite a strong quarter. Do you feel like you're ahead of where you started out at the beginning of the year, or was this execution sort of according to plan?

You know, I think we feel Q1 was a very strong quarter, so I think I'd put it ahead of our plan, certainly for our expectations on Q1. And, you know, I think we see a lot of tailwind carrying through for the rest of the year as well on some of the programs that we've launched in the last couple years.

In the, just to be clear, the guidance is essentially unchanged, But you're off to a strong start. Is that the key point?

That's correct, yeah. We will consider adjusting guidance in the upcoming quarters.

Very good. What does the pipeline look like for startup MGAs? Is there going to be a 2026 class? How do we think about that?

Yes, what we indicated previously is that we were targeting more in the range of our initial expectations on startups. for 26 in the range of one to two startups. Part of that is the significant number of launches that we undertook in the class of 24 and 25 that were actively pursuing growth and expansion. Having said that, we have seen and continue to see a very deep and robust pipeline of opportunities that we're evaluating. Our team is very selective in terms of who we'd like to move forward with, but we I'll say at least one to two launches this year. Could be a little bit more, but I think we're trying to keep it in that range, given the number of starts that we had in the last couple years.

Understood. And then plans for buy-in for the remainder of the year. You spent $44 million, looks like, right at the end of Q1. So that'll have an impact on Q2. What is the outlook now for any additional buy-ins of the non-controlling interest through the balance of the year?

Yeah, for the rest of the year, Mark, there wouldn't be any additional buy-ins currently planned.

And then what – any observations about the – Capacity, you talked about how you're seeing some deceleration in rates that's still robust in some of these casualty lines, but maybe broadly speaking with property and some other lower hazard lines, maybe a little bit less buoyancy. How about in terms of capacity providers, your ability to secure sufficient capacity for the MGAs, in the startup MGA. Any observations there?

Yeah, I think we've seen just continued increases in opportunities with both existing and new capacity providers. I think the reinsurance markets in particular, you know, we've seen improvements in terms of broadening of appetite and opportunity. I think we mentioned on our last call that, you know, we've increased our capacity both in amount and duration. 26 at over 2 million. So we continue to see many opportunities. We do manage our business on a curated capacity model, and we'll continue to look to expand that as we progress through the year. But to date, you know, the opportunities continue to come to us, and we're seeing broader, I'd say, more diversified opportunities as we continue to expand our platform. Thank you very much.

Thanks, Mark. Thank you.

Thank you. Next question comes from the line of Ryan Tunis with . Please go ahead. Okay.

Thanks. Good morning. I guess the first question kind of following along with the capacity discussion that you just had with Mark. The property, it looks like it's your second biggest line. You mentioned geographically diverse. I'm curious, though, just from a concentration standpoint, Is it, do you have concentrated MGA, is it, like, where does the premium sit? Is it that you have MGAs that are largely property-dedicated, or does the property premium tend to sit in places where, yeah, it's not solely just focused on property, is that a question?

That's a great question, Ryan. I'm going to pass that over to Paul Rain. active ventures to respond to that.

Yeah, very pleased to. So Paul Rangner, Executive and Active Ventures. Ryan, in response to your question, I mean, we have a number of different MGAs that play into the property market. And very much the model is each of our MGAs have their own specific pocket. So we have an NGA that is focused more on the large commercial, DNF, We have one in the U.S. more focused on middle market property. We then have another focused on small commercial. And then outside of that, we have MGAs that will have various package policies which will include property and liability components. On the whole, as you look across our market, our property focus, we are relatively low cap compared to our peers, particularly in the London marketplace. And so I think that goes to a lot of Claude's comments around how whilst we are seeing rating changes, they're somewhat more muted for us. They're being led in our large commercial sector and becoming increasingly as we move through the ranks as we get to the smaller end of the sector.

Yeah, you did that's helpful. I just want to push a little bit more on just the conversations I guess you're having with the capacity, you know, relative to a year ago. I mean, there's so much discussion about the property market. Yeah, just what are the types of you know, questions you're getting from capacity providers, or is it just that they're just fairly focused on results that, I mean, they clearly have been good, but, I mean, it's just a little bit surprising to me that the capital wouldn't start being a little bit antsy in the competitive environment.

Should I continue, Clodo?

Sure, Paul.

Yeah, sure. We can continue to see technical rate adequacy in our property markets. You'll recall they've gone through a period of strong hardening and as we, whilst we are seeing rate reduction, we still see technical profitability within the rates. And that's very much the conversation with our capacity partners. I think the add-on comment on capacity and building for employers comments is You know, the capacity has been very loyal and strategic with our businesses. We've built good and deep relationships with them, and they're very bolted on to the fact that we seek to govern our businesses in a way that protects their interests. And so on the one hand, you know, they're very understanding, ask a lot of questions, but they come from a very knowledgeable place. And on the second part, we've got a lot of structures to access capacity, you know, through both our managed balance sheets in the syndicates included which are all third party capital as well as the traditional arrangements and so we have a lot of different conversations a lot of different questions but they come from a knowledgeable perspective and ultimately that we are reselecting through this cycle to deliver the returns that we represent to them then just shifting to the last one for quad uh really just on everspan and you know what the vision is for that from here how it

how it fits in with the overall business as it, you know, obviously continues to shrink as a percentage of the mix. We had a little more noise this corner. Just, I guess, update us on, you know, the strategic priority of that business at this moment in time.

Thanks. Sure. So, our views on Everspan have not changed in that it is a strategic, you know, business within our ecosystem. between Octave Ventures and Everspan. So, again, I think we have to remember it is primarily a third-party market business. But, you know, that business continues to grow. It's provided us some opportunities on introductions to new MGAs, quite frankly, and new opportunities in the marketplace. We have done some selective programs that we've moved. good opportunities and we have added a couple more into Everspan. So, again, the strategic fit in nature of Everspan is still very valuable to us and remains so. I would say that, you know, we have and continue to look for ways to have Everspan be more relevant and valuable to us. And I think as we continue to grow and expand, you know, broadening Everspan appetite scale Risk limits and rating, for example, are all things that we're hoping to be able to find ways to leverage Everspan in a greater way.

as we look at the balance of the year.

Thank you. Next question comes from the line of Tommy McJoy with KVW. Please go ahead.

Hey, good morning. A couple questions on the insurance distribution segment. To start off, could you go into a bit more detail on how you see the quarterly seasonality of earnings this year following this very strong first quarter. In some sense, can we look at the quarterly seasonality of last year as a proxy or has the recent acquisitions and growth in the A&H impacted that too much where we can't really look to the past to think about seasonality? Thanks.

Sure, Tommy, thanks. So, yeah, last year gave us a little bit of a roadmap to seasonality. We had some of the same dynamics last year in terms of the A&H business as we do this year. A little more pronounced given the inclusion of ArmadaCare. But, you know, first quarter is, you know, certainly going to continue to be our strongest quarter. Fourth quarter is probably the second strongest. And, you know, the second and third quarters are more in line with each other.

Okay. Got it. We've seen the public broker multiples sink on concerns of brokers being disintermediated by AI. As part of your evaluation and underwriting of MGAs, what are you looking for to make sure that those MGAs aren't going to be disintermediated or at least face lower barriers to entry that drives up competition? What does your underwriting process of those MGAs look like?

not into every killer wholesale broking. And we are really more of a pure play MGA platform. You know, I think the risk associated with AI on the, you know, in particular the MGA, you know, market, I think is much more limited. Having said that, I believe, and we strongly believe, and we built this into our strategy, that AI will be a core component of our growth strategy and oversight of our business going forward. And we've made significant strides, as I mentioned earlier, investments into AI. I think we're approaching this from a position of strength, given that, well, we need some acquisitions. Our largest acquisition being B Capital Partners, where most of our MGAs have been launched initially are on a homogeneous tech stack. We've been actively moving our other MGAs onto the same tech stack, which we'll have completed that in the U.S. marketplace by mid-year this year. Being able to do that without legacy systems and desperate systems gives us a big advantage to implement that quickly. So we believe that we're going to start seeing the benefits of that in terms of efficiency, velocity of underwriting, underwriting effectiveness, if you will, better risk selection as we progress through the year and into next year. I believe those are some of the key benefits that we see coming out of AI in the near term. But, you know, I don't see AI as an individual, you know, a component or business model that, you know, disintermediate the MGA space in any way, especially in the commercial or more complex specialized risk components of the MGA sector.

Thanks, Bob. Thank you. Ladies and gentlemen, we have reached the end of question and answer session. I would now like to turn the floor over to Karen Byer for closing comments.

Thank you, everyone, for joining us this morning. We'll be around for your calls today. Thanks and have a great day.

Thank you. This concludes our today's teleconference. You may disconnect your lines at this time. Thank you for your participation.