Ambarella (AMBA) CEO logs 50K share sale and new 53,203-PSU grant

Rhea-AI Filing Summary

Ambarella, Inc. director and CEO Feng-Ming Wang reported multiple equity transactions on March 2, 2026. He exercised a non-qualified stock option for 50,000 Ordinary Shares at $41.36 per share and then sold a total of 50,000 Ordinary Shares in several open-market trades under a Rule 10b5-1 trading plan, at weighted average prices ranging from about $56.79 to $62.2199 per share. He also received a grant of 53,203 Performance Stock Units and a matching 53,203-share Ordinary Share award that vest over time and are tied to the company’s total shareholder return and revenue growth from February 1, 2026 through January 31, 2029. Following these transactions, Wang directly owned 822,182 Ordinary Shares.

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).

X

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^*

Wang Feng-Ming

(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
X	Officer (give title below)		Other (specify below)
	CEO

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		M		50,000	A	$41.36	818,979	D
Ordinary Shares	03/02/2026		S(1)		1,000	D	$56.832(2)	817,979	D
Ordinary Shares	03/02/2026		S(1)		1,900	D	$58.77(3)	816,079	D
Ordinary Shares	03/02/2026		S(1)		2,600	D	$59.5269(4)	813,479	D
Ordinary Shares	03/02/2026		S(1)		32,460	D	$60.9127(5)	781,019	D
Ordinary Shares	03/02/2026		S(1)		12,040	D	$61.4236(6)	768,979	D
Ordinary Shares	03/02/2026		A		53,203(7)	A	$0.0	822,182	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
Non-Qualified Stock Option (right to buy)	$41.36	03/02/2026		M			50,000	(8)	03/06/2026(8)	Ordinary Shares	50,000	$0.0	0	D
Performance Stock Units	(9)	03/02/2026		A		53,203		(10)	03/15/2029(10)	Ordinary Shares	53,203	$0.0	53,203	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on October 8, 2025.

2. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $56.79 to $$57.7899 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

3. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $58.16 to $$59.1599 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

4. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $59.16 to $$60.1599 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

5. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $60.21 to $$61.2099 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

6. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $61.22 to $$62.2199 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

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

8. The shares vest at the rate of 1/42 per month commencing on March 15, 2016.

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

10. 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: Feng-Ming Wang	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Ambarella (AMBA) CEO Feng-Ming Wang report in this Form 4?

Ambarella CEO Feng-Ming Wang reported option exercises, planned stock sales, and new equity awards. He exercised 50,000 options, sold 50,000 Ordinary Shares under a Rule 10b5-1 plan, and received 53,203 Performance Stock Units plus 53,203 Ordinary Shares as time- and performance-based awards.

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

The CEO sold 50,000 Ambarella Ordinary Shares in open-market transactions. Weighted average sale prices ranged from about $56.79 to $62.2199 per share across several trades, as disclosed in the transaction details and accompanying price-range footnotes in the Form 4 filing.

What new equity awards did Ambarella (AMBA) grant to its CEO?

Ambarella granted CEO Feng-Ming Wang 53,203 Performance Stock Units and a 53,203-share Ordinary Share award. The Performance Stock Units vest based on time and the company’s total shareholder return and revenue growth performance over February 1, 2026 through January 31, 2029.

How do the new Ambarella (AMBA) Performance Stock Units vest for the CEO?

The performance-based RSUs cover a target of 53,203 Ordinary Shares, scheduled to vest 100% on March 15, 2029. The actual shares earned can range from 0% to 150% of the target, depending on Ambarella’s total shareholder return and revenue growth over the stated performance period.

What is Ambarella (AMBA) CEO Feng-Ming Wang’s shareholding after these transactions?

After the reported option exercise, stock sales, and equity grants, CEO Feng-Ming Wang directly owned 822,182 Ambarella Ordinary Shares. This figure reflects his updated direct beneficial ownership as of the March 2, 2026 transaction date disclosed in the Form 4.

Were Ambarella (AMBA) CEO stock sales part of a prearranged plan?

Yes. The filing states the sales were made under a Rule 10b5-1 trading plan adopted on October 8, 2025. Such plans allow insiders to pre-schedule trades, helping separate personal diversification decisions from later nonpublic information they may receive.