[Form 4] Ambarella, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ambarella director David Jeffrey Richardson received an annual restricted stock unit (RSU) grant of 2,498 Ordinary Shares approved by the Board, effective September 2, 2025. The grant vests in four equal quarterly installments beginning September 15, 2025, and will be 100% vested on September 15, 2026, subject to continued service. The Form 4 shows 5,029 Ordinary Shares beneficially owned following the reported transaction and 23,281 shares held indirectly via a family trust. The reported grant price is listed as $0.0. The filing was signed on behalf of Mr. Richardson by an attorney-in-fact on September 4, 2025.

Positive

• Board-approved RSU grant: An annual restricted stock unit grant of 2,498 Ordinary Shares to each independent director was approved effective 09/02/2025.
• Clear vesting schedule: The RSU vests 1/4th every three months starting 09/15/2025 and is 100% vested on 09/15/2026, subject to continued service.
• Ownership disclosure: Reporting person beneficially owns 5,029 Ordinary Shares directly and 23,281 shares indirectly via a family trust.

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine director RSU award increases director ownership but has limited immediate market impact.

The filing documents a standard annual equity grant of 2,498 RSUs for an independent director, vesting over one year. This raises the reporting person’s direct beneficial ownership to 5,029 shares and indicates an additional 23,281 shares held indirectly by a family trust. The transaction is recorded at $0.0 consistent with equity awards rather than open-market purchases. For investors, this is a governance/compensation disclosure rather than an operational or financial development with material earnings implications.

Corporate Governance Expert

TL;DR: Board-approved director RSU grants are routine governance actions that disclose alignment incentives.

The Form 4 clearly states the Board approved the annual RSU grant for independent directors and defines the vesting schedule (quarterly, fully vested in one year). The document provides transparent ownership figures (direct and indirect) and an explicit vesting start date. This is a routine disclosure required under Section 16 and informs shareholders about director compensation and ownership concentration without indicating any governance concerns.

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^*

RICHARDSON DAVID JEFFREY

(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	5,029	D
Ordinary Shares								23,281	I	by Family Trust

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: David Jeffrey Richardson	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 equity award did Ambarella (AMBA) report for director David Jeffrey Richardson?

The Form 4 reports an annual restricted stock unit (RSU) grant of 2,498 Ordinary Shares to Mr. Richardson, effective 09/02/2025.

When do the RSUs awarded to the director vest?

The RSUs vest in four equal quarterly installments beginning 09/15/2025 and are fully vested on 09/15/2026, subject to continued service.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction the Form 4 shows 5,029 Ordinary Shares beneficially owned directly and 23,281 shares indirectly via a family trust.

What price is reported for the RSU grant on the Form 4?

The Form 4 lists the transaction price as $0.0, consistent with the reporting of equity awards rather than an open-market purchase.

Who signed the Form 4 on behalf of the reporting person and when?

The Form 4 was signed by Michael Morehead, Attorney-in-Fact for David Jeffrey Richardson on 09/04/2025.