AMBC Insider Filing: DSU Settlement After Ambac Assurance Sale

Rhea-AI Filing Summary

Ambac Financial Group (AMBC) insider filing reports that a change of control tied to the sale of Ambac Assurance triggered vesting and settlement of Deferred Share Units (DSUs) for reporting person Daniel McGinnis, Sr. MD & COO. The filing shows 29,832 DSUs vested and were settled into common stock at no cash price, and 10,053 shares were withheld by the company to satisfy tax withholding at a reported price of $9.72 per share. The filing lists beneficial ownership figures in the table as 48,288 and 38,235 shares following the reported transactions and states that each DSU represents a contingent right to one share.

Positive

• Completed disclosure of DSU vesting and settlement following the change-of-control event, providing transparency on executive compensation realization.
• Clear quantification of shares involved: 29,832 DSUs vested and 10,053 shares withheld for tax, with the conversion ratio (one DSU equals one share) explicitly stated.

Negative

• Tax-withholding reduced net shares delivered (10,053 shares withheld), decreasing the number of shares the reporting person ultimately received.
• Change of control occurred (sale of Ambac Assurance), which triggered compensation acceleration—an event that materially altered equity positions held by insiders.

Insights

Financial Analyst

TL;DR: Change-of-control sale caused accelerated equity settlement; net shares issued and shares withheld for taxes are disclosed.

The Form 4 confirms an equity compensation settlement: 29,832 DSUs vested and were converted into common stock, while 10,053 shares were withheld to meet tax withholding obligations at $9.72 per share. The disclosure is clear on the mechanics and quantities, and it cites the sale of Ambac Assurance to an Oaktree-managed entity as the triggering event. For investors, this is a routine post-change-of-control settlement by an executive, documented in compliance with Section 16 reporting.

Corporate Governance Expert

TL;DR: Reporting is compliant and documents acceleration of DSU vesting due to a change of control.

The filing provides required details: number of DSUs vested (29,832), number of shares withheld for taxes (10,053), and the conversion relationship of one DSU to one share. The form names the triggering corporate event (sale of Ambac Assurance to funds managed by Oaktree) and is signed via attorney-in-fact. This disclosure addresses insider reporting obligations and clarifies the treatment of deferred equity on a change-of-control.

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
Estimated average burden
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).

1. Name and Address of Reporting Person^*

McGinnis Daniel

(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)
	Sr. MD & COO

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

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
Common Stock	09/29/2025		C		29,832(1)	A	$0	48,288	D
Common Stock	09/29/2025		F		10,053(2)	D	$9.72	38,235	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
Deferred Share Units	(3)	09/29/2025		C			29,832	(1)	(1)	Common Stock	29,832	$0	0	D

Explanation of Responses:

1. Upon the closing of the sale of Ambac Assurance Corporation by Ambac Financial Group to an entity owned by funds managed by Oaktree Capital Management, L.P., a change of control was triggered causing the Reporting Person's Deferred Share Units ("DSUs") to vest and settle.

2. Represents the amount of DSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.

3. Each DSU represents a contingent right to receive one share of common stock of the Company.

Remarks:

	William J. White, attoney-in-fact	10/01/2025
	** 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 triggered the DSUs to vest for AMBC insider Daniel McGinnis?

The filing states the closing of the sale of Ambac Assurance by Ambac Financial Group to an entity owned by funds managed by Oaktree Capital Management, L.P., triggered a change of control causing the DSUs to vest and settle.

How many DSUs vested and how were they settled according to the Form 4?

The Form 4 reports that 29,832 DSUs vested and were settled into common stock, with each DSU representing the right to one share.

How many shares were withheld for tax withholding and at what price?

The company withheld 10,053 shares to satisfy tax withholding obligations, and the filing shows a price of $9.72 per share for that withholding.

What beneficial ownership figures are shown after the transactions?

The table in the filing shows reported beneficial ownership figures of 48,288 and 38,235 shares following the reported transactions.

Who signed the Form 4 and when was it signed?

The Form 4 is signed by William J. White, attorney-in-fact, with the signature date shown as 10/01/2025.