[Form 4] Ambarella, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ambarella, Inc. director Hsiao-Wuen Hon received an annual restricted stock unit (RSU) award of 2,498 ordinary shares, effective September 2, 2025. The filing shows the grant was approved by the Board and reported on Form 4, with 30,776 shares reported as beneficially owned by Mr. Hon after the award. The RSUs vest in four quarterly installments beginning September 15, 2025, with 1/4th of the shares vesting each three months and full vesting on September 15, 2026, subject to continued service. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Annual RSU grant disclosed: 2,498 RSUs granted to each independent director effective 09/02/2025
• Clear vesting schedule: RSUs vest 1/4th every three months from 09/15/2025 to full vesting on 09/15/2026

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine director equity grant of 2,498 RSUs with one-year quarterly vesting, increasing reported beneficial ownership to 30,776 shares.

This Form 4 discloses a standard annual compensation equity award for an independent director rather than a market-facing transaction. The grant size is specified and the vesting timetable is explicit, which clarifies future dilution timing for shareholders. The report does not include any cash transactions or option exercises and contains no indications of unusual insider trading.

Corporate Governance Expert

TL;DR: Board-approved RSU grant aligns with typical director compensation practices and vests over one year conditioned on continued service.

The disclosure indicates board-level approval of an annual RSU award for independent directors and provides a clear vesting schedule tied to service through September 15, 2026. The filing is procedurally complete, signed by an authorized attorney-in-fact, and reports the change in beneficial ownership consistent with Section 16 requirements.

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^*

Hon Hsiao-Wuen

(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	30,776	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: Hsiao-Wuen Hon	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 the Form 4 for AMBA report for Hsiao-Wuen Hon?

The Form 4 reports an annual grant of 2,498 RSUs to Hsiao-Wuen Hon effective 09/02/2025, increasing beneficial ownership to 30,776 shares.

When do the RSUs granted to AMBA director Hsiao-Wuen Hon vest?

The RSUs vest 1/4th every three months starting 09/15/2025, and are 100% vested on 09/15/2026, subject to continued service.

Was any cash consideration paid for the RSU grant reported on AMBA Form 4?

No cash consideration is reported; the transaction code indicates an A (acquisition) of shares with a $0.0 price per the filing.

How many shares does Hsiao-Wuen Hon beneficially own after the reported transaction?

The filing reports 30,776 ordinary shares beneficially owned following the RSU grant.

Who signed the Form 4 filing for Hsiao-Wuen Hon?

The Form 4 was signed on behalf of Hsiao-Wuen Hon by Michael Morehead, Attorney-in-Fact on 09/04/2025.