Ambac (AMBC) Executive Granted 55,433 RSUs and Performance Options

Rhea-AI Filing Summary

Ambac Financial Group reporting person R. Sharon Smith received equity awards on 10/03/2025. A Performance Stock Option for 284,125 shares with an exercise price of $8.93 was granted and is eligible to vest against four price hurdles over five years: $18.00, $21.50, $25.00, and $30.00. The grant vests starting one year after the grant date and vests in percentages (40%, 20%, 20%, 20%) tied to sustained share-price levels. The reporting person also received 55,433 restricted stock units that convert one-for-one to common shares; these RSUs vest after one year but will not settle until the earlier of the fifth anniversary or the reporting person’s termination, subject to limited exceptions. Following the transactions the Form 4 reports beneficial ownership figures of 284,125 option shares and 106,200 common stock-equivalent RSUs.

Positive

• Performance Stock Option of 284,125 shares aligns executive pay with long‑term stock performance via four price hurdles
• 55,433 Restricted Stock Units with one‑year vesting and delayed settlement support retention and deferred compensation

Negative

• None.

Insights

Compensation & Governance Analyst

Executive received performance-linked option and time‑delayed RSU awards.

The reporting person was granted a 284,125 performance stock option at a $8.93 exercise price with vesting tied to four sustained share‑price hurdles over a five‑year period, starting after one year. This links pay to long‑term stock performance rather than time alone.

The award also includes 55,433 RSUs that vest after one year but do not settle until the earlier of five years or termination, which delays share issuance and aligns retention incentives; the Form 4 shows 106,200 common stock equivalents following the transaction.

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^*

Smith R Sharon

(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 & Group COO

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		284,125		(1)	10/03/2025	Common Stock	284,125	$0	284,125	D
Restricted Stock Units	(2)	10/03/2025		A		55,433		(3)	(3)	Common Stock	55,433	$0	106,200	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'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).
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FAQ

What equity awards did AMBC reporting person R. Sharon Smith receive on 10/03/2025?

She received a Performance Stock Option for 284,125 shares at an exercise price of $8.93 and 55,433 Restricted Stock Units.

How do the performance option vesting conditions work for the AMBC grant?

Vesting begins one year after grant and is tied to sustained share‑price hurdles over five years: 40% at $18.00, 20% at $21.50, 20% at $25.00, and 20% at $30.00.

When will the RSUs granted to the AMBC reporting person settle?

The 55,433 RSUs vest after one year but will not settle until the earlier of the fifth anniversary of the grant date or the reporting person's termination date (if termination occurs after vesting).

What beneficial ownership figures are reported after the transactions?

The Form 4 reports 284,125 option shares and 106,200 common stock equivalents beneficially owned following the transactions.

Who filed the Form 4 for the reporting person?

The Form 4 was signed by William White, attorney‑in‑fact on behalf of the reporting person on 10/03/2025.