[Form 4] Ambarella, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ambarella, Inc. director Chantelle Y. Breithaupt received an annual grant of 2,498 restricted stock units (RSUs). The grant, approved by the board and effective September 2, 2025, vests in four equal quarterly installments beginning September 15, 2025, and becomes fully vested on September 15, 2026, subject to continued service. After the reported acquisition, Ms. Breithaupt beneficially owned 4,940 ordinary shares. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on September 4, 2025.

Positive

• Board-approved annual RSU grant indicates structured director compensation
• Time-based vesting over one year encourages continued service and alignment with shareholders
• No cash proceeds were involved (price reported as $0.0), indicating a non-cash compensation grant

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director annual RSU grant aligns director compensation with shareholder interests through time-based vesting over one year.

The filing documents a routine, board-approved annual restricted stock unit grant of 2,498 RSUs to an independent director with quarterly vesting over one year conditioned on continued service. This is a common governance practice to align long-term director incentives with shareholder value and to promote retention through time-based vesting. The filing shows the director's beneficial ownership after the grant as 4,940 ordinary shares, reflecting existing holdings plus the newly granted units.

Securities Analyst

TL;DR: The transaction is a standard non-cash director compensation event with no immediate cash proceeds or exercised derivatives disclosed.

The Form 4 reports an award of RSUs (non-derivative grant) on 09/02/2025 with a $0.0 price indicated and no exercise or cash consideration. The instrument vests quarterly starting 09/15/2025 and reaches 100% vesting by 09/15/2026, subject to continued service. The disclosure is concise and shows no sale or purchase for cash, suggesting a compensation issuance rather than a trading activity that would alter outstanding paid-in capital disclosures in the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Breithaupt Chantelle Yvette

(Last) (First) (Middle)

3001 TASMAN DRIVE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMBARELLA INC [ AMBA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	09/02/2025		A		2,498(1)	A	$0.0	4,940	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Effective as of September 2, 2025, the Board of Directors approved an annual restricted stock unit grant of 2,498 Ordinary Shares to each independent director. The RSU grant vests as to 1/4th of the Ordinary Shares each three months following the vesting start date of September 15, 2025, so as to be 100% vested on September 15, 2026, subject to continued service with the Company.

	By: /s/ Michael Morehead, Attorney-in-Fact For: Chantelle Breithaupt	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did AMBA director Chantelle Breithaupt receive on 09/02/2025?

She received an annual grant of 2,498 restricted stock units (RSUs) effective September 2, 2025.

What is the vesting schedule for the 2,498 RSUs reported on AMBA Form 4?

The RSUs vest in four equal quarterly installments beginning September 15, 2025, and are fully vested on September 15, 2026, subject to continued service.

How many AMBA shares did Chantelle Breithaupt beneficially own after the reported transaction?

The Form 4 reports she beneficially owned 4,940 ordinary shares following the transaction.

Was there any cash paid for the RSU award reported on the Form 4?

No cash was reported; the price is shown as $0.0, indicating a non-cash compensation grant.

Who signed the Form 4 for Chantelle Breithaupt and when?

The Form 4 was signed by Michael Morehead, Attorney-in-Fact on behalf of Chantelle Breithaupt on September 4, 2025.