{"filing":{"accession_number":"0001628280-26-037912","cik":"0002083632","ticker":"OCTVV","company_name":"Octave Intelligence plc","form":"8-K","filing_date":"2026-05-26","report_date":null,"primary_document":"octaveintelligenceplcclosi.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2083632/000162828026037912/octaveintelligenceplcclosi.htm"},"events":[{"id":9141,"run_id":8027,"accession_number":"0001628280-26-037912","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"Octave Intelligence completed a spin-off distribution from Hexagon AB on May 22, 2026, whereby Hexagon shareholders received Octave shares in a 1-for-10 ratio. The transaction involved entry into multiple material definitive agreements (Distribution Agreement, Tax Disaffiliation Agreement, Employee Matters Agreement, Master Transition Services Agreement, and Registration Rights Agreement) and constitutes a fundamental change of control and separation event.","company_name":"Octave Intelligence plc","ticker":"OCTVV","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1645,"accession_number":"0001628280-26-037912","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Octave Intelligence completed a spin-off distribution from Hexagon AB on May 22, 2026, whereby Hexagon shareholders received Octave shares in a 1-for-10 ratio. This constitutes a material change of control and separation event governed by multiple definitive agreements (Distribution Agreement, Tax Disaffiliation Agreement, Employee Matters Agreement, Master Transition Services Agreement, and Registration Rights Agreement). The completion of a previously announced distribution and the entry into these material agreements represent a fundamental restructuring of the company's ownership and governance structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:12.600114+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1649,"accession_number":"0001628280-26-037912","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses completion of \"the Distribution\" via press release on May 25, 2026, but the Item 8.01 text does not specify the nature of this distribution. While the language suggests a material corporate event (completion of a defined transaction), the absence of detail prevents confident classification into a more specific category such as ma_activity or dilutive_issuance. The event is marked material because a \"distribution\" completion typically affects investor interests materially, but the exact type remains ambiguous from this excerpt alone.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:12.600114+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9142,"run_id":8027,"accession_number":"0001628280-26-037912","anchor_item_number":"2.03","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"Octave Intelligence entered into a significant credit facility ($500M revolving + $350M USD + €150M term loans) on April 27, 2026, with full drawdown of the Term Loan Facility and partial drawdown of the Revolving Credit Facility to fund a $625 million cash payment to Hexagon in connection with the spin-off distribution.","company_name":"Octave Intelligence plc","ticker":"OCTVV","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1646,"accession_number":"0001628280-26-037912","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a significant credit facility ($500M revolving + $350M USD + €150M term loans) entered into on April 27, 2026, with full drawdown of the Term Loan Facility and partial drawdown of the Revolving Credit Facility to fund a $625 million cash payment to Hexagon \"in connection with the Distribution.\" The reference to a \"Distribution\" and the substantial cash payment to a parent/related entity (Hexagon) indicates this is financing for a material corporate separation or spin-off transaction, which constitutes M\u0026A activity. While Item 2.03 typically flags covenant breaches, the substance here is the creation of debt to finance a distribution event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:12.600114+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9143,"run_id":8027,"accession_number":"0001628280-26-037912","anchor_item_number":"4.01","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.98,"summary":"The Audit Committee dismissed PricewaterhouseCoopers AB (PwC Sweden) as the independent registered public accounting firm and appointed PricewaterhouseCoopers LLP, United States (PwC US) as the new auditor effective immediately after the Distribution, reflecting the company's transition to independent public company status.","company_name":"Octave Intelligence plc","ticker":"OCTVV","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1647,"accession_number":"0001628280-26-037912","item_number":"4.01","item_title":"Changes in Registrant’s Certifying Accountant.","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"The Audit Committee dismissed PricewaterhouseCoopers AB (PwC Sweden) as the independent registered public accounting firm and appointed PricewaterhouseCoopers LLP, United States (PwC US) as the new auditor effective immediately after the Distribution. This is a clear auditor change under Item 4.01, and is material because it affects the registrant's financial reporting oversight and audit continuity, particularly given the disclosed material weaknesses in internal controls over financial reporting.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:12.600114+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9144,"run_id":8027,"accession_number":"0001628280-26-037912","anchor_item_number":"5.02","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"The Compensation Committee approved two compensatory arrangements on May 20, 2026: (1) one-time transaction bonuses totaling $2.85 million for named executive officers (Mattias Stenberg $950,000, Benjamin Maslen $800,000, Anthony Zana $800,000, Scott Moore $300,000) with repayment conditions tied to voluntary termination within one year; and (2) adoption of the Octave Intelligence plc Executive Annual Incentive Plan effective January 1, 2026, establishing a framework for annual cash incentive awards based on performance goals.","company_name":"Octave Intelligence plc","ticker":"OCTVV","filing_date":"2026-05-26","form":"8-K","submitted_at":null,"items":[{"id":1648,"accession_number":"0001628280-26-037912","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses two compensatory arrangements approved by the Compensation Committee on May 20, 2026: (1) one-time transaction bonuses totaling $2.85 million for named executive officers (Mattias Stenberg $950,000, Benjamin Maslen $800,000, Anthony Zana $800,000, Scott Moore $300,000) with repayment conditions tied to voluntary termination within one year; and (2) adoption of the Octave Intelligence plc Executive Annual Incentive Plan effective January 1, 2026, establishing a framework for annual cash incentive awards based on performance goals. These are material compensatory arrangements for executive officers that would affect investor assessment of executive incentives and retention mechanisms.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:12.600114+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1645,"accession_number":"0001628280-26-037912","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Octave Intelligence completed a spin-off distribution from Hexagon AB on May 22, 2026, whereby Hexagon shareholders received Octave shares in a 1-for-10 ratio. This constitutes a material change of control and separation event governed by multiple definitive agreements (Distribution Agreement, Tax Disaffiliation Agreement, Employee Matters Agreement, Master Transition Services Agreement, and Registration Rights Agreement). The completion of a previously announced distribution and the entry into these material agreements represent a fundamental restructuring of the company's ownership and governance structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:12.600114+00:00","company_name":"Octave Intelligence plc","ticker":"OCTVV","filing_date":"2026-05-26"},{"id":1646,"accession_number":"0001628280-26-037912","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a significant credit facility ($500M revolving + $350M USD + €150M term loans) entered into on April 27, 2026, with full drawdown of the Term Loan Facility and partial drawdown of the Revolving Credit Facility to fund a $625 million cash payment to Hexagon \"in connection with the Distribution.\" The reference to a \"Distribution\" and the substantial cash payment to a parent/related entity (Hexagon) indicates this is financing for a material corporate separation or spin-off transaction, which constitutes M\u0026A activity. While Item 2.03 typically flags covenant breaches, the substance here is the creation of debt to finance a distribution event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:12.600114+00:00","company_name":"Octave Intelligence plc","ticker":"OCTVV","filing_date":"2026-05-26"},{"id":1647,"accession_number":"0001628280-26-037912","item_number":"4.01","item_title":"Changes in Registrant’s Certifying Accountant.","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.98,"reasoning":"The Audit Committee dismissed PricewaterhouseCoopers AB (PwC Sweden) as the independent registered public accounting firm and appointed PricewaterhouseCoopers LLP, United States (PwC US) as the new auditor effective immediately after the Distribution. This is a clear auditor change under Item 4.01, and is material because it affects the registrant's financial reporting oversight and audit continuity, particularly given the disclosed material weaknesses in internal controls over financial reporting.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:12.600114+00:00","company_name":"Octave Intelligence plc","ticker":"OCTVV","filing_date":"2026-05-26"},{"id":1648,"accession_number":"0001628280-26-037912","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses two compensatory arrangements approved by the Compensation Committee on May 20, 2026: (1) one-time transaction bonuses totaling $2.85 million for named executive officers (Mattias Stenberg $950,000, Benjamin Maslen $800,000, Anthony Zana $800,000, Scott Moore $300,000) with repayment conditions tied to voluntary termination within one year; and (2) adoption of the Octave Intelligence plc Executive Annual Incentive Plan effective January 1, 2026, establishing a framework for annual cash incentive awards based on performance goals. These are material compensatory arrangements for executive officers that would affect investor assessment of executive incentives and retention mechanisms.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:12.600114+00:00","company_name":"Octave Intelligence plc","ticker":"OCTVV","filing_date":"2026-05-26"},{"id":1649,"accession_number":"0001628280-26-037912","item_number":"8.01","item_title":"Other Events.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses completion of \"the Distribution\" via press release on May 25, 2026, but the Item 8.01 text does not specify the nature of this distribution. While the language suggests a material corporate event (completion of a defined transaction), the absence of detail prevents confident classification into a more specific category such as ma_activity or dilutive_issuance. The event is marked material because a \"distribution\" completion typically affects investor interests materially, but the exact type remains ambiguous from this excerpt alone.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-27T02:35:12.600114+00:00","company_name":"Octave Intelligence plc","ticker":"OCTVV","filing_date":"2026-05-26"}]}