Octave (OCTAVE) Registration filing summary

Company overview and business model

• Provides software solutions for design, build, operate, and protect environments in asset-intensive industries, focusing on context-aware intelligence and workflow integration.

• Platform supports collaboration, risk reduction, and reliability across design, build, operate, and protect workflows, with embedded AI for predictive insights.

• Serves diverse markets including power generation, utilities, construction, process industries, public safety, and transportation, with a global customer base of over 4,300 in 140+ countries.

• Business model emphasizes recurring revenue through subscriptions, SaaS, and support, with a transition underway from perpetual licenses to SaaS.

• Growth strategy centers on expanding within existing customers, increasing SaaS adoption, advancing platform capabilities, and selective acquisitions.

Financial performance and metrics

• FY2024 revenue was $1.62B, up 4% from 2023, with 73% gross margin and strong growth in SaaS and subscription revenue.

• Net income for 2024 was $311M, with adjusted net income of $421M and free cash flow of $360M.

• Gross Retention Rate (GRR) was 97% overall and 99% for large customers as of December 31, 2024.

• As of September 30, 2025, cash and cash equivalents were $109M, with total assets of $8.6B and total equity of $7.6B.

• Operating cash flow for the nine months ended September 30, 2025 was $351M, with free cash flow of $243M.

Use of proceeds and capital allocation

• Proceeds from new indebtedness will be used to fund the spin-off, with remaining cash retained for operations.

• Capital allocation priorities include investment in R&D, platform enhancements, selective acquisitions, and repayment of debt.

• No immediate plans to pay dividends; future dividends subject to board discretion and creation of distributable reserves.