[Form 4] Ambarella, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Christopher Paisley, a director of Ambarella, Inc. (AMBA), received an annual restricted stock unit (RSU) grant. The Board approved 2,498 RSUs on 09/02/2025. The RSUs vest in four equal quarterly installments beginning on a vesting start date of 09/15/2025 and are scheduled to be fully vested on 09/15/2026, subject to continued service. After the grant, Mr. Paisley beneficially owns 41,779 ordinary shares. The grant was reported on a Form 4 by an attorney-in-fact on behalf of Mr. Paisley.

Positive

• Director alignment: RSUs link the director's compensation to company equity, aligning interests with shareholders.
• Retention incentives: Quarterly vesting over a year encourages continued service through the next annual cycle.

Negative

• Dilution risk: Issuance of additional RSUs increases outstanding equity, though the filing does not quantify company-wide dilution.
• No performance conditions disclosed: Vesting is time-based only, not tied to performance metrics in this filing.

Insights

Corporate Governance Expert

TL;DR: Routine annual director RSU grant aligning director incentives with long-term shareholder value.

The Board-approved award of 2,498 RSUs to an independent director is a common governance practice to tie non-employee director compensation to company performance and retention. The quarterly vesting over one year encourages continued service through the next annual cycle. This appears to be a standard, non-project-specific equity grant with no unusual acceleration or retention provisions disclosed.

Securities Analyst

TL;DR: Non-material issuance in isolation; modest ownership change for the reporting director.

The reported issuance increases the director's beneficial ownership to 41,779 shares. The grant size and one-year quarterly vesting are routine and provide modest additional alignment without indicating a major compensation shift. The filing does not disclose any cash price or expedited exercise, consistent with standard RSU awards.

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^*

PAISLEY CHRISTOPHER B

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		A		2,498(1)	A	$0.0	41,779	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. Effective as of September 2, 2025, the Board of Directors approved an annual restricted stock unit grant of 2,498 Ordinary Shares to each independent director. The RSU grant vests as to 1/4th of the Ordinary Shares each three months following the vesting start date of September 15, 2025, so as to be 100% vested on September 15, 2026, subject to continued service with the Company.

	By: /s/ Michael Morehead, Attorney-in-Fact For: Christopher Paisley	09/04/2025
	** 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 change in ownership did Christopher Paisley report for AMBA?

Mr. Paisley reported an award of 2,498 RSUs, bringing his beneficial ownership to 41,779 ordinary shares.

When do the RSUs awarded to the director vest?

The RSUs vest in four equal quarterly installments starting from a vesting start date of 09/15/2025 and are fully vested on 09/15/2026, subject to continued service.

Were any cash prices disclosed for the RSU grant in the Form 4?

No cash price or purchase price is disclosed; the transaction code shows the award as an A (acquisition) with a price of $0.0 reported.

Does the Form 4 indicate any performance conditions for the RSUs?

No. The explanation states the grant vests based on continued service and quarterly time-based vesting; no performance conditions are mentioned.

Who filed the Form 4 on behalf of Christopher Paisley?

The Form 4 was executed by an attorney-in-fact signing on behalf of Christopher Paisley as indicated in the filing.