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

Compensation Governance Specialist

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.

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).

1. Name and Address of Reporting Person^*

Smith R Sharon

(Last) (First) (Middle)

AMBAC FINANCIAL GROUP, INC.

ONE WORLD TRADE CENTER, 41ST FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMBAC FINANCIAL GROUP INC [ AMBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec VP & Group COO

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/03/2025

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

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 Option	$8.97	10/03/2025		A		284,125		(1)	10/03/2035(2)	Common Stock	284,125	$0	284,125	D
Restricted Stock Units	(3)	10/03/2025		A		55,433		(4)	(4)	Common Stock	55,433	$0	106,200	D

Explanation of Responses:

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.

2. 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.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the common stock of the Company.

4. 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.

Remarks:

	William White, attorney-in-fact	10/03/2025
	** 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.
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FAQ

What equity awards were reported for AMBC on the Form 4/A?

The filing reports a Performance Stock Option for 284,125 shares at an $8.97 exercise price and a special grant of 55,433 RSUs to R. Sharon Smith.

When do the option and RSU awards vest and settle?

The option becomes eligible to vest beginning one year after grant and vests based on sustained stock‑price hurdles over five years; the RSUs vest after one year but will not settle until the earlier of the fifth anniversary or the reporting person’s termination date (if after the one‑year vesting).

What are the option vesting price hurdles disclosed?

Vesting occurs when sustained stock prices exceed $18.00 (40%), $21.50 (20%), $25.00 (20%), and $30.00 (20%) within five years of the grant.

Was there an amendment or correction in the filing?

Yes. The Form 4/A corrects an earlier clerical error and confirms the option expiration date is 10/03/2035, not 10/03/2025.

Who is the reporting person and their role at Ambac?

The reporting person is R. Sharon Smith, identified as Executive Vice President & Group COO and an officer of Ambac Financial Group.