Ambac (AMBC) Insider Filing: 67,777 RSUs Settled for Director

Rhea-AI Filing Summary

Ambac Financial Group director Lisa G. Iglesias had 67,777 restricted stock units vest and settle on 09/29/2025 following a change of control tied to the sale of Ambac Assurance Corporation to funds managed by Oaktree Capital Management, L.P. The RSUs converted to 67,777 shares of Ambac common stock at no cost to the reporting person. After the transaction the reporting person beneficially owned 82,327 shares. The filing is a Form 4 reporting the change in beneficial ownership by a director and is signed by an attorney-in-fact on 09/30/2025.

Positive

• 67,777 RSUs vested and settled into common stock on 09/29/2025 due to a change of control
• Reporting person's beneficial ownership increased to 82,327 shares, aligning director interest with shareholders following the sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A change of control triggered full vesting of a director's RSUs, increasing insider shareholdings by 67,777 shares.

The filing documents a routine Section 16 disclosure following a corporate transaction that constituted a change of control. The director's contingent compensation converted to common stock at $0 per share because the RSUs vested and settled rather than being purchased. This increases the director's direct share ownership to 82,327 shares, which could modestly align director incentives with new ownership but does not by itself indicate a change in board composition or control of the issuer. The transaction is material as a disclosure item under insider reporting rules but appears to be a mechanical outcome of the sale rather than an active purchase or sale decision by the director.

Securities Analyst

TL;DR: Insider ownership rose via vested RSUs tied to a corporate sale; disclosure confirms settlement amount and post-transaction holdings.

From a securities reporting perspective this Form 4 cleanly shows 67,777 RSUs converted into common stock on 09/29/2025 due to a change-of-control vesting event. The shares were issued at no cash cost to the reporting person and increased beneficial ownership to 82,327 shares. The filing contains no cash proceeds, sales, or option exercises that would signal trading activity. Investors should view this as a compliance disclosure of vested compensation rather than an active insider market signal.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

IGLESIAS LISA G

(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	09/29/2025		C		67,777	A	$0(1)	82,327	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			67,777	(1)	(1)	Common Stock	67,777	$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.
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 triggered the vesting of Lisa G. Iglesias's RSUs in AMBC?

The vesting was triggered by a change of control that occurred upon 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 did the director receive and at what price?

The director received 67,777 shares upon settlement of RSUs and the shares were issued at a $0 per share conversion of the RSUs.

What is the reporting date for the transaction on the Form 4?

The transaction date reported is 09/29/2025 and the Form 4 was signed by an attorney-in-fact on 09/30/2025.

What are the reporting person's total shares after the transaction?

Following the reported transaction the reporting person beneficially owned 82,327 shares of Ambac common stock.

Does the Form 4 show any sales or purchases of stock for cash?

No. The Form 4 shows RSUs vested and settled into common stock and lists $0 as the price, with no cash purchases or sales reported.