Ambarella (AMBA) grants VP 7,220 performance-based RSUs and shares

Rhea-AI Filing Summary

Chen Yun-Lung reported acquisition or exercise transactions in this Form 4 filing.

Ambarella Inc executive Yun-Lung Chen, VP of Business Development, reported an equity award made on March 2, 2026. He received 7,220 performance stock units and a corresponding grant of 7,220 ordinary shares at a price of $0.00 per share, bringing his direct holdings to 68,871 ordinary shares.

The restricted stock units vest at a rate of 1/12 per quarter starting March 15, 2026, while the performance-based RSUs are scheduled to vest on March 15, 2029, subject to continued service. The number of shares ultimately earned can range from 0% to 150% of the target amount, based on Ambarella’s total shareholder return and revenue growth from February 1, 2026 through January 31, 2029.

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^*

Chen Yun-Lung

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Business Development and M

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		7,220(1)	A	$0.0	68,871	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	(2)	03/02/2026		A		7,220		(3)	03/15/2029(3)	Ordinary Shares	7,220	$0.0	7,220	D

Explanation of Responses:

1. The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2026.

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

3. Reporting person was granted an award of performance-based RSUs covering a target number of ordinary shares (the "Target RSU Number"). Pursuant to time-based vesting requirements, 100% of the Target RSU Number is scheduled to vest on March 15, 2029, subject to continued service requirements through such date. In addition, the number of shares subject to the RSUs may be decreased by up to 100% or increased by up to 150% of the Target RSU Number or may remain the same, based on the Company's total shareholder return and revenue growth rate over the period of February 1, 2026 through January 31, 2029.

	By: /s/ Michael Morehead, Attorney-in-Fact For: Yun-Lung Chen	03/04/2026
	** 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).
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FAQ

What insider transaction did AMBA executive Yun-Lung Chen report?

Yun-Lung Chen reported an equity award, not an open-market trade. On March 2, 2026 he received 7,220 performance stock units and 7,220 ordinary shares at $0.00 per share as part of his compensation package with Ambarella.

How many Ambarella (AMBA) shares does Yun-Lung Chen hold after this Form 4?

After the reported equity award, Yun-Lung Chen directly holds 68,871 Ambarella ordinary shares. This total reflects the addition of 7,220 shares granted on March 2, 2026, as disclosed in the Form 4 insider transaction report.

How do the new Ambarella (AMBA) restricted stock units vest?

The restricted stock units vest gradually over time. They vest at a rate of 1/12 per quarter starting on March 15, 2026, meaning the award is spread over multiple quarterly vesting dates, conditioned on continued service at Ambarella.

What performance conditions apply to AMBA’s new performance-based RSUs?

The performance-based RSUs can decrease to 0% or increase to 150% of the target. The final number of shares depends on Ambarella’s total shareholder return and revenue growth between February 1, 2026 and January 31, 2029, plus continued service through March 15, 2029.

Does each Ambarella (AMBA) restricted stock unit equal one share?

Yes. Each restricted stock unit represents a contingent right to receive one Ambarella ordinary share. Actual receipt of shares depends on satisfying the vesting conditions, including time-based service requirements and, for performance RSUs, specified performance metrics.