Ambarella CFO sells 2,566 shares for tax withholding; retains 109,108 shares

Rhea-AI Filing Summary

John A. Young, who serves as an officer and director at Ambarella, reported a small sale and updated holdings. He disposed of 2,566 ordinary shares on 09/17/2025 at a price of $79.43 per share; the filing explains those shares were sold to pay tax obligations arising from the vesting of restricted stock units. After that transaction and recent activity, he beneficially owns 109,108 ordinary shares, which the filer notes includes 223 shares acquired under the company’s employee stock purchase plan on 09/15/2025. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Young.

Positive

• Continued meaningful ownership: Reporting person retains 109,108 shares after the transaction.
• Transparent disclosure: Sale labeled as tax-related from RSU vesting and includes ESPP purchase details (223 shares).

Negative

• Share disposition: 2,566 shares were sold, reducing the reporting person’s stake.
• Minor dilution of direct holdings: Sale at $79.43 per share decreased direct share count.

Insights

Financial Analyst

TL;DR: Insider sold a small portion of holdings to cover RSU taxes; overall ownership remains substantial.

The reported sale of 2,566 shares at $79.43 appears to be a tax-related disposition following RSU vesting rather than a discretionary liquidity event. With 109,108 shares beneficially owned after the transaction, the officer retains a meaningful equity stake. The filing includes an employee stock purchase plan contribution of 223 shares, indicating continued participation in company equity programs. This transaction is routine and provides limited incremental information about company fundamentals.

Corporate Governance Expert

TL;DR: Disclosure is standard and timely; transaction is procedural (tax withholding) not a change in control or governance.

The Form 4 discloses a sale explicitly described as payment of tax obligations from RSU vesting, which is a common and accepted practice for equity-compensated executives. The report identifies the reporter as an officer and director, and the form was executed by an attorney-in-fact, consistent with delegated filing practice. No indications of material governance events, leadership change, or unusual derivative activity are present in this filing.

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^*

Young John Alexander

(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)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		S		2,566(1)	D	$79.43	109,108(2)	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. Shares sold to pay tax obligations resulting from the vesting of restricted stock units.

2. Includes 223 shares acquired under the Company's employee stock purchase plan on September 15, 2025.

	By: /s/ Michael Morehead, Attorney-in-Fact For: John A. Young	09/19/2025
	** 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 AMBA insider John A. Young report on Form 4?

He reported the sale of 2,566 ordinary shares on 09/17/2025 at $79.43 per share and a beneficial ownership of 109,108 shares following the transaction.

Why were 2,566 shares sold by the AMBA reporting person?

The filing states the shares were sold to pay tax obligations resulting from the vesting of restricted stock units.

Does the Form 4 show any purchases by the reporting person?

Yes; the filing notes inclusion of 223 shares acquired under the company’s employee stock purchase plan on 09/15/2025.

What is the reporting person’s relationship to Ambarella (AMBA)?

The filer is identified as an officer (CFO) and director of Ambarella.

Was the Form 4 signed by the reporting person?

The document was executed by an attorney-in-fact on behalf of John A. Young.