[Form 4] AMBARELLA INC Insider Trading Activity

Rhea-AI Filing Summary

Filing snapshot: AMBARELLA INC director and CEO Feng-Ming Wang reported a sale of 4,928 ordinary shares on 09/17/2025 at $79.43 per share. The filing states the sale was to pay tax obligations arising from the vesting of restricted stock units. After the transaction, Mr. Wang beneficially owned 788,929 shares, which the filing notes includes 223 shares purchased under the companys employee stock purchase plan on 09/15/2025.

Positive

• Substantial retained ownership: Reporting person continues to beneficially own 788,929 shares after the transaction.
• Routine nature disclosed: Sale explicitly disclosed as tax-withholding for RSU vesting, clarifying purpose of the disposition.
• ESPP participation: Filing notes purchase of 223 shares under the employee stock purchase plan on 09/15/2025.

Negative

• Insider sale: Disposition of 4,928 shares at $79.43 on 09/17/2025 reduced direct holdings.
• Tax-related liquidity event: The sale was to satisfy tax obligations from RSU vesting, indicating recent equity compensation vesting which dilutes outstanding ownership when shares are issued.

Insights

Corporate Governance Expert

TL;DR: CEO sold a small number of shares to meet tax liabilities from RSU vesting, retaining a large residual stake.

The sale of 4,928 shares at $79.43 is documented as tax-withholding related following RSU vesting, a routine insider liquidity event that does not by itself indicate a change in control or major shift in alignment with shareholders. The post-transaction beneficial ownership of 788,929 shares signifies continued substantial insider ownership, which maintains alignment between management and shareholders. The filing also records a small ESPP purchase of 223 shares on 09/15/2025.

Securities Analyst

TL;DR: Transaction is routine and limited in size relative to total reported holdings; impact on float and control is negligible.

The disposition code reported is "S" with an explanatory note that proceeds were used for tax obligations tied to RSU vesting. The reported price of $79.43 provides a transaction-level reference point but the filing shows no derivative activity or additional disposals. Given the retained 788,929 shares, this filing is informational and not materially transformative for AMBAs capital structure.

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
Estimated average burden
hours per response:			0.5

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^*

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)
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		4,928(1)	D	$79.43	788,929(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: Feng-Ming Wang	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 CEO Feng-Ming Wang report on Form 4 (AMBA)?

The Form 4 reports a sale of 4,928 ordinary shares on 09/17/2025 at $79.43 per share; the sale was to pay taxes from RSU vesting.

How many AMBA shares does Feng-Ming Wang own after the reported transaction?

After the reported transaction, the filing shows Mr. Wang beneficially owns 788,929 shares.

Was the share sale part of a pre-arranged plan under Rule 10b5-1?

The Form 4 does not indicate the transaction was made pursuant to a 10b5-1 plan; the filing states the sale was to pay tax obligations from RSU vesting.

Did the filing report any derivative transactions or option exercises?

No. Table II for derivative securities shows no reported transactions; only a non-derivative sale and ESPP purchase are disclosed.

Did the filing note any recent employee stock plan activity?

Yes. The filing notes 223 shares were acquired under the company's employee stock purchase plan on 09/15/2025.