[Form 4] Ambarella, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ambarella director Elizabeth M. Schwarting received an annual restricted stock unit (RSU) award of 2,498 ordinary shares approved by the board, reported as a transaction dated 09/02/2025. The grant has a vesting schedule that vests one-fourth every three months beginning with a vesting start date of 09/15/2025 and becomes fully vested on 09/15/2026, subject to continued service. The Form 4 shows Schwarting beneficially owns 9,978 shares following the grant and the reported price for the award is listed as $0.0, consistent with an equity grant rather than a purchase.

Insights

Corporate Governance Expert

TL;DR: Routine annual RSU grant to an independent director with standard service-based quarterly vesting over one year.

The board-approved award of 2,498 RSUs to Director Elizabeth Schwarting appears to be a standard compensation action for independent directors. The one-year cliff-to-full vesting schedule delivered in quarterly installments aligns director incentives with continued service through 09/15/2026. There is no indication in the filing of accelerated vesting, change-in-control provisions, or cash consideration; the grant is reported as $0.0 which is typical for RSU awards reflecting compensation rather than a market purchase. Impact on dilution or share count is not provided in this Form 4.

Securities Analyst

TL;DR: Non-market equity grant recorded for an insider; transaction is informational and has limited immediate market impact.

The Form 4 documents an equity compensation event dated 09/02/2025 where 2,498 RSUs were granted and will vest quarterly beginning 09/15/2025 through 09/15/2026. The report shows 9,978 shares beneficially owned after the grant. As a single director grant, the disclosure informs shareholders of insider holdings changes but does not, by itself, present material financial metrics such as aggregate dilution, expense recognition, or timing of share issuance. The filing does not disclose any sale, exercise, or cash transaction tied to these RSUs.

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
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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^*

Schwarting Elizabeth M

(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	9,978	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: Elizabeth M. Schwarting	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 Elizabeth M. Schwarting report on Form 4 for AMBA?

She reported a board-approved grant of 2,498 RSUs dated 09/02/2025, with 9,978 ordinary shares beneficially owned after the grant.

When do the RSUs granted to the director vest?

The RSUs vest one-fourth every three months starting 09/15/2025 and are 100% vested on 09/15/2026, subject to continued service.

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

No cash consideration is reported; the price is listed as $0.0, consistent with an equity grant.

How many shares does Elizabeth M. Schwarting beneficially own after the reported transaction?

She beneficially owns 9,978 ordinary shares following the reported RSU grant.

Does the Form 4 disclose accelerated vesting or change-in-control terms for the RSUs?

The filing does not disclose any accelerated vesting or change-in-control provisions; it only describes a service-based quarterly vesting schedule.