8-K
filed May 26, 2026, 6:02 AM ET
ticker OCTV
CIK 0002083632
other material
confidence high
sentiment neutral
materiality 0.85
Octave Intelligence plc (OCTV): auditor change — Octave Intelligence completes spin-off from Hexagon; draws $625M credit facility, changes auditor
Octave Intelligence plc
- Spin-off effective May 22, 2026: each Hexagon shareholder received 1 Octave share per 10 Hexagon shares.
- Drew $625M from new credit facilities ($500M revolver, $350M term loan plus €150M) to fund cash payment to Hexagon.
- Dismissed PricewaterhouseCoopers AB (Sweden) and appointed PwC US as auditor; two material weaknesses in internal controls disclosed.
- Approved transaction bonuses: CEO Mattias Stenberg $950k, CFO Benjamin Maslen $800k, CLO Anthony Zana $800k, COO Scott Moore $300k.
- Octave's B shares to trade on Nasdaq New York under ticker OCTV starting May 28; SDRs trade on Nasdaq Stockholm.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Octave Intelligence plc engaged PricewaterhouseCoopers LLP, United States as its auditor.
- Action
- engagement
- Auditor
- PricewaterhouseCoopers LLP, United States
Exact text from the filing
On May 20, 2026, the Audit Committee of the Board of Directors of the Company (i) dismissed PricewaterhouseCoopers AB (“PwC Sweden”) as the Company’s independent registered public accounting firm (the “Dismissal”) and (ii) appointed PricewaterhouseCoopers LLP, United States (“PwC US”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Appointment”).
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
Octave Intelligence plc dismissed PricewaterhouseCoopers AB as its auditor.
- Action
- dismissal
- Auditor
- PricewaterhouseCoopers AB
- Successor
- PricewaterhouseCoopers LLP, United States
Exact text from the filing
On May 20, 2026, the Audit Committee of the Board of Directors of the Company (i) dismissed PricewaterhouseCoopers AB (“PwC Sweden”) as the Company’s independent registered public accounting firm (the “Dismissal”) and (ii) appointed PricewaterhouseCoopers LLP, United States (“PwC US”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Appointment”).
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Octave Intelligence plc incurred term loan of a U.S. dollar-denominated term loan in an amount of up to $350 million and (ii) a euro-denominated term loan in an amoun maturing four-year.
- Instrument
- term loan
- Principal
- a U.S. dollar-denominated term loan in an amount of up to $350 million and (ii) a euro-denominated term loan in an amoun
- Maturity
- four-year
- Event
- incurrence
Exact text from the filing
(the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Credit Facilities”) consisting of (i) a U.S. dollar-denominated term loan in an amount of up to $350 million and (ii) a euro-denominated term loan in an amount of up to €150 million. In connection with the Distribution, on the Distribution Date the Company fully drew the Term Loan
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Octave Intelligence plc incurred revolving credit of borrowed approximately $120 million and €25 million under the Revolving Credit Facility.
- Instrument
- revolving credit
- Principal
- borrowed approximately $120 million and €25 million under the Revolving Credit Facility
- Event
- incurrence
Exact text from the filing
the Company fully drew the Term Loan Facility and borrowed approximately $120 million and €25 million under the Revolving Credit Facility
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Octave Intelligence plc incurred credit facility of up to $500 million maturing five-year.
- Instrument
- credit facility
- Principal
- up to $500 million
- Maturity
- five-year
- Event
- incurrence
Exact text from the filing
the Company entered into a senior unsecured credit facility (the "Credit Agreement") consisting of (a) a five-year senior unsecured multi-currency revolving credit facility in an aggregate principal amount of up to $500 million (the "Revolving Credit Facility") and (b) a four-year senior unsecured term loan facility (the "Term Loan Facility" and, together with the Revolving Credit Facility, the "Credit Facilities") consisting of (i) a U.S. dollar-denominated term loan in an amount of up to $350 million and (ii) a euro-denominated term loan in an amount of up to €150 million.
View on SEC.gov
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