AMBC insider filing shows large DSU/PSU vesting, tax-withholdings after sale

Rhea-AI Filing Summary

Claude LeBlanc, Chief Executive Officer and Director of Ambac Financial Group, Inc. (AMBC), reported multiple transactions tied to a change of control following the sale of Ambac Assurance Corporation to an entity managed by Oaktree Capital Management. Upon closing, a change of control triggered vesting and settlement of Deferred Share Units (DSUs) and acceleration of 2023 and 2024 Performance Stock Units (PSUs). On 09/29/2025 the reporting person had 661,355 DSUs vest and settle; 350,188 shares were withheld to satisfy tax withholding at $9.72 per share, leaving 914,458 shares beneficially owned that day.

On 09/30/2025 the Compensation Committee approved acceleration of the 2023 and 2024 PSUs, producing 193,353 shares from PSUs with 111,034 shares withheld at $8.34 per share, resulting in 996,777 then 1,021,777 shares after a 10/01/2025 acquisition of 25,000 shares at $8.54. The filings show conversion of certain PSUs into DSUs under the Executive Stock Deferral Plan and tax withholdings to cover obligations.

Positive

• Change-of-control triggered vesting of DSUs and accelerated PSUs, converting long-term incentives into equity
• Compensation Committee approved acceleration of 2023 and 2024 PSUs, effectuating settlement and clarity on executive awards
• Executive Stock Deferral Plan used to manage timing and tax treatment by converting PSUs into DSUs

Negative

• Substantial share withholding for taxes occurred (350,188 shares at $9.72 and 111,034 shares at $8.34), reducing net issued shares to the reporting person
• Significant equity issuance on change of control increases insider-related share movement and could temporarily affect share float dynamics

Insights

Financial Analyst

TL;DR: Change-of-control led to significant executive equity vesting and share withholding for taxes, materially altering insider ownership.

The filing documents a material ownership reset for the CEO following a transaction that caused DSUs to vest and PSUs to accelerate. Total reported vested/settled equity events include 661,355 DSUs settled on 09/29/2025 and 193,353 shares from accelerated PSUs on 09/30/2025. Significant amounts were withheld to satisfy tax obligations (350,188 shares at $9.72 and 111,034 shares at $8.34). These events increase public float of insider-held shares and transfer equity value to the reporting person, which may affect dilution and insider alignment metrics. All figures are explicitly stated in the filing.

Corporate Governance Expert

TL;DR: Change-of-control provisions operated as intended, triggering accelerated vesting and use of deferral mechanisms; tax withholdings were executed via share conversions.

The filing confirms the company’s governance mechanisms: DSUs convert one-for-one into shares upon a change of control and the Compensation Committee can accelerate PSU vesting. The Executive Stock Deferral Plan allowed conversion of PSUs into DSUs for deferred settlement, as noted. The report shows customary tax-withholding practice where a portion of vested equity is withheld and converted. These are governance and compensation mechanics disclosed transparently in this Form 4.

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^*

LeBlanc Claude

(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)

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

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		661,355(1)	A	$0	1,264,646	D
Common Stock	09/29/2025		F		350,188(2)	D	$9.72	914,458	D
Common Stock	09/30/2025		M		193,353(3)	A	$0	1,107,811	D
Common Stock	09/30/2025		F		111,034(4)	D	$8.34	996,777	D
Common Stock	10/01/2025		P		25,000	A	$8.54	1,021,777	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	(5)	09/29/2025		C			661,355	(1)	(1)	Common Stock	661,355	$0	0	D
Deferred Share Units	(5)	09/30/2025		A		174,961		(6)	(6)	Common Stock	174,961	$0	174,961	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. On September 30, 2025 the Compensation Committee of the Board of Directors of Ambac Financial Group approved the acceleration of the Reporting Person's 2023 and 2024 Performance Stock Unit ("PSUs") awards in connection with the change of control referred to in footnote 1. The reporting person acquired shares of common stock of Ambac Financial Group, Inc. (the "Company") upon the simultaneous vesting and settlement of the reporting person's 2023 and 2024 Long Term Incentive Plan PSU awards.

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

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

6. Represents the aggregate amount of performance stock units ("PSUs") that were converted into an equivalent number of DSUs pursuant to the Company's Executive Stock Deferral Plan, which was designed to enable participants to elect to defer the settlement and income taxation of PSU and restricted stock unit awards in accordance with Section 409A of the Internal Revenue Code of 1986, as amended.

Remarks:

	William White, attorney-in-fact	10/01/2025
	** Signature of Reporting Person	Date
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FAQ

What triggered the equity vesting reported on the AMBC Form 4?

The sale of Ambac Assurance Corporation to an entity owned by funds managed by Oaktree Capital Management triggered a change of control, which caused DSUs to vest and PSUs to accelerate.

How many Deferred Share Units (DSUs) vested for Claude LeBlanc on 09/29/2025?

661,355 DSUs vested and settled on 09/29/2025, each representing a contingent right to one share of common stock.

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

The company withheld 350,188 shares at $9.72 per share and 111,034 shares at $8.34 per share to satisfy tax withholding obligations.

What PSU activity occurred on 09/30/2025 for the reporting person?

The Compensation Committee approved acceleration of the reporting person’s 2023 and 2024 PSUs, resulting in acquisition of 193,353 shares from PSU vesting; 111,034 of those were withheld for taxes.

Did the reporting person acquire any shares after the PSU and DSU settlements?

Yes. On 10/01/2025 the reporting person acquired 25,000 shares at $8.54 per share.