AMBC Form 4: 350,375 performance options at $8.93; 66,519 RSUs

Rhea-AI Filing Summary

Ambac Financial Group, Inc. reported a Section 16 Form 4 disclosing equity awards to David Trick, Executive Vice President, Chief Financial Officer and Treasurer. On 10/03/2025 Mr. Trick received a Performance Stock Option covering 350,375 shares with an exercise price of $8.93 that may vest over a five‑year performance period tied to sustained stock price hurdles. He also received 66,519 Restricted Stock Units that vest after one year but will not settle until the earlier of the fifth anniversary or termination after vesting, bringing his total reported beneficial ownership of RSU‑convertible shares to 123,439. The performance option vests in tranches when the sustained stock price exceeds $18.00, $21.50, $25.00, and $30.00 per share.

Positive

• Performance option of 350,375 shares ties a large portion of pay to stock price hurdles
• RSUs (66,519) include one‑year vesting, strengthening retention through deferred settlement
• Multi‑tiered vesting thresholds ($18.00, $21.50, $25.00, $30.00) align executive incentives with sustained share‑price gains

Negative

• Significant award size could contribute to future dilution if fully exercised or settled
• Performance hurdles depend solely on sustained share price, which may not align with other operational metrics investors track

Insights

Executive Compensation Specialist

Equity package mixes time-based RSUs with price‑tied performance options to align pay with share performance.

The grant awards 350,375 performance options at an $8.93 strike and 66,519 RSUs. The RSUs vest after one year but defer settlement up to five years, retaining retention value. The option vests only on sustained stock price thresholds between $18.00 and $30.00 over five years, linking upside pay to sustained share‑price gains.

This structure is typical for senior finance officers: it offers retention via deferred RSU settlement and strong pay‑for‑performance via multi‑tiered price hurdles.

Corporate Governance Analyst

Large, disclosed insider grant to the CFO is material for governance and dilution monitoring.

The filing shows a significant award to an officer, which shareholders may view when assessing executive incentives and potential dilution. The total underlying common shares tied to the awards are 350,375 (options) plus 66,519 RSUs (convertible to common stock), with 123,439 RSU‑related shares reported as beneficially owned following the transaction.

The performance metrics are explicit and time‑bound, enabling straightforward monitoring of vesting triggers tied to sustained share prices.

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^*

Trick David

(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, CFO & Treasurer

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

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

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	$8.93	10/03/2025		A		350,375		(1)	10/03/2025	Common Stock	350,375	$0	350,375	D
Restricted Stock Units	(2)	10/03/2025		A		66,519		(3)	(3)	Common Stock	66,519	$0	123,439	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, Inc.'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. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the common stock of the Company.

3. 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.
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 equity did Ambac (AMBC) report on the Form 4 filed 10/03/2025?

The Form 4 shows a grant of a Performance Stock Option for 350,375 shares at an $8.93 exercise price and 66,519 Restricted Stock Units granted to David Trick.

When do the RSUs and options vest for the AMBC grant?

The RSUs vest after one year but settle no earlier than the earlier of the fifth anniversary or termination after vesting. The performance option vests over up to five years upon meeting sustained stock price hurdles.

What are the performance stock price hurdles disclosed?

Vesting occurs when the sustained stock price first exceeds $18.00 (40%), $21.50 (20%), $25.00 (20%), and $30.00 (20%).

Who received the awards disclosed on this Form 4?

The reporting person is David Trick, Executive Vice President, Chief Financial Officer and Treasurer of Ambac Financial Group, Inc.

How many shares will the performance option and RSUs represent if converted or exercised?

The performance option covers 350,375 underlying shares; the RSUs cover 66,519 shares, with 123,439 RSU‑related shares reported as beneficially owned after the transaction.