Ambac Director Receives 39,179 Shares as RSUs Vest on Change of Control

Rhea-AI Filing Summary

Ambac Financial Group director Kristi Ann Matus reported a transaction on 09/29/2025. A change of control triggered by the sale of Ambac Assurance to funds managed by Oaktree Capital Management caused 39,179 restricted stock units (RSUs) to vest and settle into common stock. The RSUs represent one share per unit and were settled at a reported price of $0. Following the settlement, the reporting person beneficially owned 48,179 shares of Ambac Financial Group common stock. The Form 4 was signed by William J. White, attorney in fact, on 09/30/2025.

Positive

• 39,179 RSUs vested and settled into common stock, converting contingent awards into actual shares
• RSUs represent one-for-one contingent rights to common stock and were settled at a reported price of $0
• Beneficial ownership increased to 48,179 shares following the settlement, as disclosed on the Form 4

Negative

• Change of control occurred due to the sale of Ambac Assurance to entities managed by Oaktree Capital Management, which triggered accelerated vesting

Insights

Financial Analyst

TL;DR: Director RSUs vested on change of control, adding 39,179 shares to beneficial ownership.

The filing documents a non-derivative settlement: 39,179 RSUs vested and were settled into common stock at $0 due to a change of control tied to the sale of Ambac Assurance to entities managed by Oaktree Capital Management. The transaction increased the reporting persons beneficial ownership to 48,179 shares. This is a one-time, non-cash issuance reflecting contractually agreed equity settlement upon change of control rather than an open-market purchase or sale.

Corporate Governance Expert

TL;DR: Change-of-control provisions caused Director RSUs to vest and be delivered.

The disclosure is a routine Section 16 Form 4 reporting accelerated vesting and settlement of director RSUs following a change of control. It confirms plan terms that convert RSUs to shares upon specified corporate transactions. The report is limited to the mechanics of vesting and settlement and does not provide further governance commentary or additional related-party arrangements.

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

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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^*

Matus Kristi Ann

(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)	48,179	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 Kristi Ann Matus report on Form 4 for AMBC?

The Form 4 reports that 39,179 restricted stock units (RSUs) vested and were settled into common stock on 09/29/2025.

Why did the RSUs vest for the reporting person?

The RSUs vested because a change of control was triggered by the sale of Ambac Assurance to entities owned by funds managed by Oaktree Capital Management.

How many shares does the reporting person own after the transaction?

Following the reported transaction the reporting person beneficially owned 48,179 shares of Ambac Financial Group common stock.

At what price were the RSUs settled?

The Form 4 discloses the RSUs were settled at a reported price of $0 per share.

Who signed the Form 4 and when was it signed?

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