Ambac Form 4: 39,179 RSUs Vest for Director After Oaktree-Related Sale

Rhea-AI Filing Summary

Ambac Financial Group director Michael D. Price reported a change in beneficial ownership following a corporate transaction. On 09/29/2025, 39,179 restricted stock units (RSUs) vested and were settled, resulting in the acquisition of 39,179 shares of Ambac common stock at a reported price of $0 per share. The vesting was triggered by a change of control when Ambac Assurance Corporation was sold to an entity owned by funds managed by Oaktree Capital Management, L.P. After the transaction, Mr. Price beneficially owns 205,477 shares. The Form 4 was signed by William J. White, attorney in fact, on 09/30/2025.

Positive

• RSUs converted to common stock, increasing the director's aligned ownership in Ambac Financial Group
• Vesting triggered by change of control confirms contractual clarity around executive/director compensation treatment
• Transaction fully disclosed on Form 4 with dates, amounts, and the triggering corporate event

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A change-of-control payment caused director RSUs to vest and convert to shares, a standard contractual outcome in such transactions.

The filing documents a contractual acceleration of director compensation due to a change of control tied to the sale of Ambac Assurance Corporation. The report is explicit that 39,179 RSUs vested and settled into common stock with no cash consideration, increasing the director's beneficial holdings to 205,477 shares. This is a governance event reflecting contractual severance/vesting protections rather than a discretionary grant.

Securities Analyst

TL;DR: Director received 39,179 shares via vested RSUs after a sale; transaction is material to insider holdings but routine in structure.

The Form 4 shows an insider acquisition of shares through settlement of RSUs triggered by the sale to Oaktree-managed funds. The shares were reported at $0, consistent with RSU settlement mechanics rather than a market purchase. The precise market impact depends on outstanding share count and market trading, which are not stated in this filing.

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
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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^*

PRICE MICHAEL D

(Last) (First) (Middle)

AMBAC FINANCIAL GROUP, INC.

ONE WORLD TRADE CENTER

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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, par value $0.01 per share	09/29/2025		C		39,179	A	$0(1)	205,477	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
Restricted Stock Units	(2)	09/29/2025		C			39,179	(1)	(1)	Common Stock	39,179	$0	0	D

Explanation of Responses:

1. Upon the closing of the sale of Ambac Assurance Corporation to an entity owned by funds managed by Oaktree Capital Management, L.P., a change of control was triggered causing the Director's Restricted Stock Units to vest and settle.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the common stock of Ambac Financial Group, Inc. (the "Company").

Remarks:

	William J. White, attorney in fact	09/30/2025
	** 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 transaction did Michael D. Price report on Form 4 for AMBC?

He reported that 39,179 RSUs vested and were settled into common stock on 09/29/2025 following a change of control.

Why did the RSUs vest for the AMBC director?

The filing states vesting was triggered by a change of control when Ambac Assurance Corporation was sold to an entity owned by funds managed by Oaktree Capital Management, L.P.

How many shares does Michael D. Price own after the reported transaction?

The Form 4 reports he beneficially owns 205,477 shares following the settlement of the RSUs.

What price was reported for the settled RSUs on the Form 4?

The RSU settlement is reported at a price of $0 per share, consistent with RSU-to-share conversion.

When was the Form 4 signed and who signed it?

The Form 4 was signed on 09/30/2025 by William J. White, attorney in fact.