[8-K] AMBAC FINANCIAL GROUP INC Reports Material Event

Rhea-AI Filing Summary

Ambac Financial Group accelerated executive PSU vesting after selling its legacy assurance business. After the sale of Ambac Assurance Corporation, the Compensation Committee accelerated vesting of 2023 and 2024 performance stock units for CEO Claude LeBlanc, CFO David Trick and COO R. Sharon Smith because many performance metrics were tied to the legacy business that closed with the sale. The 2023 awards vested at 121.5% of target and the 2024 awards vested at 100% of target. The vested PSU amounts were 368,313 for Mr. LeBlanc, 89,071 for Mr. Trick and 79,441 for Ms. Smith.

Positive

• Clear rationale for acceleration: performance criteria tied to the legacy business that was sold
• Specific vesting outcomes disclosed: 121.5% payout for 2023 awards and 100% for 2024 awards
• Exact PSU counts provided for each executive: 368,313 (LeBlanc), 89,071 (Trick), 79,441 (Smith)

Negative

• None.

Insights

Corporate Governance / Compensation Expert

TL;DR: Committee accelerated PSUs because performance metrics tied to sold legacy business became irrelevant.

The Compensation Committee acted to preserve the intended economic value of performance awards after the company divested its legacy assurance operations. Accelerating vesting when performance criteria no longer reflect the company's continuing business is a common governance response to ensure executives receive compensation aligned with realized corporate actions. The disclosure quantifies vesting outcomes precisely, showing a >100% payout on 2023 awards and full payout for 2024 awards, and names the recipients with exact PSU counts.

Financial Analyst

TL;DR: Material executive awards were realized following the divestiture, creating identifiable compensation events.

The filing reports explicit, quantifiable vesting of performance stock units following a sale of legacy assets. The magnitude of vested units for the CEO (368,313) and two senior executives is disclosed, and the differing payout rates (121.5% for 2023, 100% for 2024) are clearly stated. While the disclosure documents the awards and rationale, it does not provide the dollar value, accounting treatment, or expected impact on outstanding equity, which limits assessment of financial impact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 30, 2025

Ambac Financial Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

1-10777

13-3621676

(State of incorporation)

(Commission file number)

(I.R.S. employer identification no.)

One World Trade Center			New York			NY			10007
(Address of principal executive offices)

			(212)			658-7470
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.01 per share

AMBC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.			☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Following the closing of the sale of Ambac Assurance Corporation on September 29, 2025, on September 30, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Ambac Financial Group, Inc. (the “Company”) accelerated the vesting of the performance stock unit awards (“PSUs”) granted in 2023 and 2024 to Claude LeBlanc, the Company’s President and Chief Executive Officer, David Trick, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, and R. Sharon Smith, the Company’s Executive Vice President, Group Chief Operating Officer. The Committee determined to accelerate these awards because a significant fraction of their performance criteria was linked to the Company’s legacy business activities that were concluded with the sale transaction. The PSUs vested, at 121.5% of the target number of the 2023 awards and 100% of the target number of the 2024 awards, in the following amounts: 368,313 PSUs vested for Mr. LeBlanc, 89,071 PSUs vested for Mr. Trick and 79,441 PSUs vested for Ms. Smith.

EXHIBIT INDEX

Exhibit Number

Exhibit Description

101.INS

XBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

104

Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags or embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Ambac Financial Group, Inc.

(Registrant)

Dated:

September 30, 2025

By:

/s/ William J. White

William J. White

First Vice President, Secretary and Assistant General Counsel

1

FAQ

Why did Ambac Financial Group accelerate vesting of executive PSUs?

The Compensation Committee accelerated vesting because a significant fraction of the PSUs' performance criteria were linked to the company's legacy business that was concluded with the sale of Ambac Assurance Corporation.

Which executives received accelerated PSU vesting at AMBC?

Claude LeBlanc (President and CEO), David Trick (Executive Vice President, CFO and Treasurer) and R. Sharon Smith (Executive Vice President, Group Chief Operating Officer) received accelerated vesting.

What payout levels applied to the 2023 and 2024 PSUs?

The 2023 awards vested at 121.5% of target and the 2024 awards vested at 100% of target.

How many PSUs vested for each executive?

The vested amounts were 368,313 PSUs for Claude LeBlanc, 89,071 PSUs for David Trick and 79,441 PSUs for R. Sharon Smith.

Was the accelerated vesting linked to a transaction by Ambac?

Yes, the acceleration followed the closing sale of Ambac Assurance Corporation, which concluded legacy business activities tied to the PSU performance metrics.