Ambarella (AMBA) COO awarded time- and performance-based RSUs and shares

Rhea-AI Filing Summary

Lee Chan W reported acquisition or exercise transactions in this Form 4 filing.

Ambarella, Inc. reported that Chief Operations Officer Lee Chan W received equity awards on March 2, 2026. He was granted 24,701 performance stock units and a related right to receive 24,701 ordinary shares at no cost, subject to vesting and performance conditions.

The restricted stock units vest at a rate of 1/12 per quarter starting on March 15, 2026, with each unit representing one ordinary share. A separate performance-based RSU award is scheduled to vest on March 15, 2029, and the actual shares earned may range from 0% to 150% of the target amount based on Ambarella’s total shareholder return and revenue growth between February 1, 2026 and 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

OMB Number:			3235-0287
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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^*

Lee Chan W

(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)
	Chief Operations Officer

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		24,701(1)	A	$0.0	149,267	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		24,701		(3)	03/15/2029(3)	Ordinary Shares	24,701	$0.0	24,701	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: Chan W. Lee	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 insider transaction did Ambarella (AMBA) report for Lee Chan W?

Ambarella reported that Chief Operations Officer Lee Chan W received equity awards on March 2, 2026. He was granted 24,701 performance stock units and a related right to 24,701 ordinary shares at no cost, subject to multi-year vesting and performance conditions.

How many Ambarella (AMBA) shares are tied to the new COO awards?

The awards cover 24,701 performance stock units and a related right to 24,701 Ambarella ordinary shares. Each restricted stock unit represents a contingent right to receive one ordinary share, subject to time-based and performance-based vesting conditions over several years.

What are the time-based vesting terms of the new Ambarella (AMBA) RSUs?

The restricted stock units vest at a rate of 1/12 per quarter starting on March 15, 2026. This creates a gradual vesting schedule over three years, contingent on the executive’s continued service with Ambarella through each vesting date.

How do performance conditions affect the Ambarella (AMBA) performance-based RSUs?

The performance-based RSUs have a target number of shares scheduled to vest on March 15, 2029. The final shares earned may drop to 0% or rise to 150% of the target, depending on Ambarella’s total shareholder return and revenue growth from February 1, 2026 to January 31, 2029.

When do the performance-based RSUs for Ambarella (AMBA) COO vest?

The performance-based restricted stock units are scheduled to vest on March 15, 2029, assuming continued service. The actual number of shares delivered on that date depends on Ambarella’s total shareholder return and revenue growth performance over the specified 2026–2029 measurement period.

Does the Ambarella (AMBA) COO award involve a purchase price for the shares?

No cash purchase price is involved in these awards, as the reported price per share is zero. The COO’s ability to receive the underlying ordinary shares depends instead on meeting time-based vesting requirements and, for the performance units, achieving specified performance metrics.