AMBC amended Form 4: 284,125 performance options; RSUs vesting rules
Rhea-AI Filing Summary
Ambac Financial Group reported an amended Form 4 showing an equity award to reporting person R. Sharon Smith, Executive Vice President & Group COO. On 10/03/2025 she was granted a Performance Stock Option covering 284,125 shares with an $8.97 exercise price and an corrected expiration date of 10/03/2035. The option vests based on sustained company stock-price hurdles over five years: 40% at >$18.00, 20% at >$21.50, 20% at >$25.00 and 20% at >$30.00, and becomes eligible to vest starting one year after grant.
On the same date she received a special restricted stock unit grant of 55,433 RSUs that vest after one year (subject to exceptions) but will not settle until the earlier of the fifth anniversary or her termination date if termination occurs after vesting. Following the transactions, Ms. Smith beneficially owns 284,125 option shares and 106,200 common shares equivalent from RSUs and options as reported.
Positive
- Performance‑based option grant of 284,125 shares with explicit price hurdles aligns compensation with long‑term share performance
- Special RSU grant of 55,433 units vests after one year, providing retention mechanics
- Corrected option expiration to 10/03/2035 clarifies award term after an earlier reporting error
Negative
- Option vesting requires sustained price levels (between $18.00 and $30.00) within five years, which delays potential economic value realization
- RSU settlement postponed until up to five years, meaning shares may not be delivered immediately after vesting
Insights
Equity awards tie pay to multi‑year stock performance with price hurdles.
The Form 4/A documents a large performance option grant of 284,125 shares and 55,433 RSUs to the EVP & Group COO on 10/03/2025. The option includes tiered vesting tied to sustained share price thresholds between $18.00 and $30.00 over a five‑year measurement window, creating explicit performance conditions.
The RSU grant vests after one year but only settles upon the earlier of the fifth anniversary or post‑termination settlement rules described, which can delay actual share delivery. The filing also corrects an earlier clerical error by updating the option expiration to 10/03/2035.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Performance Stock Option | 284,125 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 55,433 | $0.00 | -- |
Footnotes (1)
- The Performance Stock Option shall be eligible to vest beginning one year after the grant date based on Ambac Financial Group's (the "Company") achievement of the certain price hurdles related to the shares of Common Stock, during the five (5) year period following the grant date as follows: (i) 40 % shall vest on the date on which the sustained stock price first exceeds $18.00 per share; (ii) 20% shall vest on the date on which the sustained stock price first exceeds $21.50 per share; (iii) 20% shall vest on the date on which the sustained stock price first exceeds $25.00 per share; and (iv) 20% shall vest on the date on which the sustained stock price first exceeds $30.00 per share. On October 3, 2025, the reporting person filed a Form 4 that inadvertently reported the expiration date of the performance stock option award as October 3, 2025. The correct expiration date is October 3, 2035. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the common stock of the Company. On October 3, 2025 the reporting person received a special RSU grant that will vest and become non-forfeitable after one year (subject to limited exceptions), but will not settle until the earlier of the fifth (5) year anniversary of the grant date or the reporting person's termination date, provided such termination occurs after the one year vesting date.
