Ambarella (NASDAQ: AMBA) COO trades stock around RSU awards

Rhea-AI Filing Summary

Ambarella Inc. Chief Operations Officer W. Chan Lee reported several equity compensation-related moves. On March 17, 2026, performance stock units for 13,678 Ordinary Shares vested at 100% of the target level and were converted into shares, with 6,729 of those shares sold at $52.77 each to cover tax obligations. On March 18, 2026, Lee received a fully vested award of 7,320 restricted stock units as payment of the fiscal 2026 annual bonus. On March 19, 2026, Lee sold 3,641 Ordinary Shares in an open-market transaction at $54.14 per share. After these transactions, Lee directly held 160,049 Ordinary Shares, including 154 shares acquired under the employee stock purchase plan.

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

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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^*

Lee Chan W

(Last) (First) (Middle)

3001 TASMAN DRIVE

(Street)

SANTA CLARA CALIFORNIA 95054

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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

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

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

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	03/17/2026		M		13,678	A	(1)	163,099(2)	D
Ordinary Shares	03/17/2026		S		6,729(3)	D	$52.77	156,370	D
Ordinary Shares	03/18/2026		A		7,320(4)	A	$0.0	163,690	D
Ordinary Shares	03/19/2026		S		3,641(3)	D	$54.14	160,049	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
Performance Stock Units	(1)	03/17/2026		M			13,678	(5)	03/15/2026(5)	Ordinary Shares	13,678	$0.0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.

2. Includes 154 shares acquired under the Company's employee stock purchase plan on March 16, 2026.

3. Shares sold to pay tax obligations resulting from the vesting of restricted stock units.

4. Represents an award of fully-vested restricted stock units (RSUs) issued to reporting person as payment of reporting person's annual bonus under the company's previously established Fiscal Year 2026 Annual Bonus Plan. Each restricted stock unit represents a contingent right to receive one Ordinary Share.

5. On April 3, 2023, reporting person was granted a performance-based RSU award covering a target number of ordinary shares (the "Target RSU Number"). Pursuant to time-based vesting requirements, the award would vest in full on March 15, 2026. In addition, the number of shares subject to the award could be decreased by up to 100% or increased by up to 150% of the Target RSU Number, based on attainment of specified levels of the Company's total stockholder return and revenue growth over the period of February 1, 2023 through January 31, 2026 (the "TSR Period"). As a result of the Company's performance over the TSR Period, the number of shares that vested was 100% of the Target RSU Number.

	By: /s/ Michael Morehead, Attorney-in-Fact For: Chan W. Lee	03/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Ambarella (AMBA) COO W. Chan Lee report?

W. Chan Lee reported RSU vesting, a bonus share grant, and share sales. Performance stock units vested into 13,678 Ordinary Shares, 7,320 fully vested RSUs were granted as a bonus, and 6,729 plus 3,641 shares were sold in March 2026.

How many Ambarella (AMBA) shares did the COO sell and at what prices?

The COO reported two open-market sales totaling 10,370 Ordinary Shares. He sold 6,729 shares at $52.77 each on March 17, 2026, mainly to pay tax obligations, and 3,641 shares at $54.14 each on March 19, 2026.

What equity awards did Ambarella (AMBA) grant to its COO in this Form 4?

The COO received two key equity awards. A performance-based RSU grant from April 2023 vested at 100% of its target, delivering 13,678 shares, and a separate fully vested 7,320 RSU award was issued as payment of his Fiscal Year 2026 annual bonus.

How did Ambarella (AMBA) link the COO’s performance RSUs to company results?

The performance RSUs depended on stockholder return and revenue growth. The award could range from 0% to 150% of a target share number based on total stockholder return and revenue growth from February 1, 2023, to January 31, 2026; actual vesting reached 100% of target.

How many Ambarella (AMBA) shares does the COO hold after these transactions?

After all reported March 2026 transactions, the COO held 160,049 shares. This figure reflects his direct ownership of Ambarella Ordinary Shares, including 154 shares acquired through the company’s employee stock purchase plan on March 16, 2026.

Were the Ambarella (AMBA) COO’s share sales primarily tax-related?

One of the reported sales was explicitly tax-related. A footnote states that shares sold on March 17, 2026, were used to pay tax obligations arising from the vesting of restricted stock units, linking that sale to routine tax withholding.