Ambarella sets larger FY2027 executive bonus plan

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

Q: What did Ambarella (AMBA) approve in its FY2027 bonus plan?

Q: How large is Ambarella (AMBA)’s FY2027 executive bonus pool versus FY2026?

Q: What is the FY2027 bonus target for Ambarella (AMBA)’s CEO?

Q: Which performance metrics drive Ambarella (AMBA)’s FY2027 executive bonuses?

Q: When will Ambarella (AMBA) pay FY2027 bonuses under the new plan?

8-K Event Classification

What did Ambarella (AMBA) approve in its FY2027 bonus plan?

How large is Ambarella (AMBA)’s FY2027 executive bonus pool versus FY2026?

What is the FY2027 bonus target for Ambarella (AMBA)’s CEO?

Which performance metrics drive Ambarella (AMBA)’s FY2027 executive bonuses?

When will Ambarella (AMBA) pay FY2027 bonuses under the new plan?

Can Ambarella (AMBA) change bonus amounts under the FY2027 plan?

Ambarella approved a Fiscal Year 2027 Annual Bonus Plan for its executive team. The plan ties bonuses to revenue, operating profit, and non‑financial goals, and allows payouts from zero up to 167% of the targeted aggregate bonus pool, subject to board discretion.

Ambarella’s FY2027 target bonus pool is approximately 28% larger than the prior year’s pool. This increase reflects higher aggregate potential payouts for eligible executives, though actual funding still depends on FY2027 performance metrics and discretionary decisions by the Compensation Committee and Board.

Ambarella set CEO Feng‑Ming Wang’s FY2027 bonus target at 100% of his annual base salary. Other executives have bonus targets ranging from 40% to 75% of base salary, with actual payouts based on company performance and discretionary allocation by the Board and Compensation Committee.

The FY2027 bonus plan uses three metrics: revenue, operating profit, and specified non‑financial operational objectives. For the executive management team, each metric carries a one‑third weighting, and funding between threshold and target levels is determined by linear interpolation based on actual results.

Any FY2027 bonus payouts will be made no later than two and one‑half months after the fiscal year ends. Payments generally require executives to remain employed through the payment date, and the Board and Compensation Committee retain full discretion over pool size and individual awards.

Ambarella, Inc. has approved a Fiscal Year 2027 Annual Bonus Plan for its executive team, including its named executive officers.

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8-K

Ambarella, Inc. has approved a Fiscal Year 2027 Annual Bonus Plan for its executive team, including its named executive officers. The plan sets a target bonus for CEO Feng‑Ming Wang equal to 100% of his FY2027 base salary, while other executives have targets ranging from 40% to 75% of base salary.

The aggregate FY2027 target bonus pool is approximately 28% larger than the prior year’s pool. Funding will depend on FY2027 performance against revenue, operating profit and non‑financial operational objectives, each weighted one‑third for executive management. Payouts can range from zero up to 167% of the targeted bonus pool.

Bonuses, if any, will generally require continued employment through payment and will be determined and allocated at the discretion of the Compensation Committee and Board, which may reduce, eliminate or increase both the overall pool and individual awards.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Ambarella approved a Fiscal Year 2027 Annual Bonus Plan for its executive team. The plan ties bonuses to revenue, operating profit, and non‑financial goals, and allows payouts from zero up to 167% of the targeted aggregate bonus pool, subject to board discretion.

Ambarella’s FY2027 target bonus pool is approximately 28% larger than the prior year’s pool. This increase reflects higher aggregate potential payouts for eligible executives, though actual funding still depends on FY2027 performance metrics and discretionary decisions by the Compensation Committee and Board.

Ambarella set CEO Feng‑Ming Wang’s FY2027 bonus target at 100% of his annual base salary. Other executives have bonus targets ranging from 40% to 75% of base salary, with actual payouts based on company performance and discretionary allocation by the Board and Compensation Committee.

The FY2027 bonus plan uses three metrics: revenue, operating profit, and specified non‑financial operational objectives. For the executive management team, each metric carries a one‑third weighting, and funding between threshold and target levels is determined by linear interpolation based on actual results.

Any FY2027 bonus payouts will be made no later than two and one‑half months after the fiscal year ends. Payments generally require executives to remain employed through the payment date, and the Board and Compensation Committee retain full discretion over pool size and individual awards.

Yes. The Compensation Committee and Board have discretion to reduce, eliminate, or increase both the aggregate bonus pool and individual executive bonuses. They also determine final funding based on FY2027 performance against the plan’s financial and non‑financial objectives after the year concludes.

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Accepted by SEC EDGAR 02/27/2026 - 05:13 PM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 23, 2026

Date of Report (date of earliest event reported)

AMBARELLA, INC.

(Exact name of Registrant as specified in its charter)

Cayman Islands

001-35667

98-0459628

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I. R. S. Employer

Identification No.)

3001 Tasman Drive

Santa Clara, CA 95054

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 734-8888

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary Shares, $0.00045 par value

AMBA

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 24, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Ambarella, Inc. (the “Company”) approved a Fiscal Year 2027 Annual Bonus Plan (the “FY2027 Bonus Plan”). The Company’s executive team members, including executive officers Feng-Ming Wang, John Young, Chan Lee, John Ju, and Yun-Lung Chen, are eligible to participate in the FY2027 Bonus Plan. The Board of Directors also approved a bonus target under the FY2027 Bonus Plan for Feng-Ming Wang, the Company’s Chief Executive Officer, of 100% of his fiscal year 2027 annual base salary. Bonus targets for other executives range from 40% to 75% of their annual base salary. The FY2027 Bonus Plan establishes an aggregate target bonus pool that is approximately 28% larger than the target bonus pool under the fiscal year 2026 bonus plan. The actual aggregate amount of the bonus pool under the FY2027 Bonus Plan will be determined by the Compensation Committee or the Board of Directors following completion of fiscal year 2027 based upon the Company’s fiscal year 2027 performance against revenue, operating profit, and certain non-financial operational objectives established by the Compensation Committee. The performance weightings for the executive management team are 1/3 for the revenue metric, 1/3 for the operating profit metric and 1/3 for the non-financial operational objectives. On-target performance is intended to result in an aggregate bonus pool payout at target levels. Above target performance is intended to result in aggregate bonus pool payouts above target levels, with a maximum payout equal to 167% of the annual targeted bonus pool payout, absent approval otherwise by the Board of Directors or the Compensation Committee. Failure to achieve threshold performance levels will result in no funding of the bonus pool, while performance between threshold and target levels will be determined by linear interpolation. The Compensation Committee and the Board of Directors have discretion to individually apportion from such bonus pool and pay bonuses, if any, to individual executives that are based on the achievement of corporate goals and individual objectives. Any bonus plan payouts will be made no later than two and one-half months following the end of the Company’s fiscal year 2027 and generally are subject to continued employment through the payment date. The Compensation Committee and the Board of Directors have discretion to reduce, eliminate or increase the size of the bonus pool and the individual bonuses.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Dated: February 27, 2026

Ambarella, Inc.

/s/ John A. Young

John A. Young
Chief Financial Officer

3 documents