Ambac Insider: 131,921 RSUs Vested After Sale to Oaktree Funds

Rhea-AI Filing Summary

Ian David Haft, a director of Ambac Financial Group, Inc. (AMBC), reported the vesting and settlement of 131,921 restricted stock units that converted into 131,921 shares of common stock on 09/29/2025. The vesting was triggered by a change of control following the closing of the sale of Ambac Assurance Corporation to an entity owned by funds managed by Oaktree Capital Management, L.P. Each RSU represents a contingent right to one share of common stock, and the underlying shares were recorded with a price of $0. The filing shows the shares are beneficially owned directly and the Form 4 was signed by William White, attorney-in-fact, on 09/30/2025.

Positive

• 131,921 RSUs vested and settled, converting to 131,921 directly held common shares
• Vesting triggered by documented corporate transaction (sale of Ambac Assurance to Oaktree-managed funds), providing a clear cause for the change

Negative

• Shares were acquired at $0 as a result of RSU settlement, representing a zero-cost benefit to the reporting director
• Change of control occurred (sale of Ambac Assurance), which materially altered prior ownership arrangements

Insights

Corporate Governance Expert

TL;DR: Change-of-control sale triggered director RSU vesting, converting 131,921 RSUs into common shares.

The filing documents a standard change-of-control acceleration of director restricted stock units following the sale of Ambac Assurance to an Oaktree-managed entity. The director's 131,921 RSUs vested and settled into the same number of common shares, recorded at $0 consideration, and are held directly. This is a routine post-transaction equity settlement for insiders and reflects contractual acceleration rather than a voluntary grant. Materiality lies in the change-in-control event that caused the vesting, which is disclosed explicitly.

Securities Analyst

TL;DR: Insider holding increased by 131,921 shares via vested RSUs after asset sale; recorded as direct ownership.

From a securities-disclosure standpoint, the Form 4 shows an insider converted contingent RSUs into 131,921 shares on 09/29/2025 due to a change of control. The filing specifies each RSU equals one share and lists the post-transaction beneficial ownership as 131,921 shares. The transaction code and zero price for the underlying shares indicate settlement of previously granted equity, not an open-market purchase. This update is relevant for ownership tables and insider position tracking.

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^*

HAFT IAN 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)

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		131,921	A	(1)	131,921	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)	10/01/2025		U			131,921	(1)	(1)	Common Stock	131,921	$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 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.
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FAQ

What transaction did Ian David Haft report on Form 4 for AMBC?

He reported the vesting and settlement of 131,921 RSUs into 131,921 shares of AMBC common stock on 09/29/2025.

Why did the RSUs vest for the AMBC director?

The RSUs vested due to a change of control triggered by the closing of the sale of Ambac Assurance Corporation to an entity owned by funds managed by Oaktree Capital Management, L.P.

How many shares does each RSU convert into according to the filing?

Each restricted stock unit represents a contingent right to receive one share of Ambac Financial Group, Inc. common stock.

What was the reported price per share for the settled RSUs?

The filing records the underlying common shares with a price of $0, reflecting settlement of previously granted RSUs rather than a cash purchase.

Who signed the Form 4 and when was it signed?

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