Ambac Director's 167,807 RSUs Vest Following Sale to Oaktree Funds

Rhea-AI Filing Summary

Ambac Financial Group director Jeffrey Scott Stein reported that 167,807 restricted stock units (RSUs) vested and were settled on 09/29/2025 following a change of control triggered by 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 receive one share of Ambac common stock. After the settlement, Mr. Stein beneficially owns 217,807 shares of Ambac common stock. The filing was signed by William J. White as attorney-in-fact on 09/30/2025.

Positive

• 167,807 RSUs vested and were settled into common stock, clearly disclosed in the Form 4
• Post-transaction beneficial ownership is explicitly reported as 217,807 shares, improving transparency

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received a large one-time equity settlement due to a change-of-control vesting event.

The Form 4 documents a change-of-control triggered vesting: 167,807 RSUs converted into common shares on 09/29/2025 after Ambac Assurance Corporation was sold to funds managed by Oaktree Capital Management, L.P. This is a one-time, non-executive director equity event rather than ongoing compensation. From a governance perspective, the transaction is transparent and reported promptly under Section 16(a) rules. The filing shows the director's post-transaction beneficial ownership at 217,807 shares, which is directly disclosed and can affect insider ownership calculations used by investors and compliance teams.

Securities Analyst

TL;DR: Significant insider share increase recorded due to RSU settlement tied to a corporate sale.

The submission details conversion of 167,807 RSUs into common stock at a $0 per-share issuance price as part of a vesting triggered by the Ambac Assurance sale. The transaction date is 09/29/2025 and the Form 4 was signed 09/30/2025. The report provides concrete share counts before and after the event (implied by the reported post-transaction ownership of 217,807 shares). This provides a clear, auditable change in insider holdings relevant for share count and insider activity monitoring.

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^*

Stein Jeffrey Scott

(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		167,807	A	$0(1)	217,807	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			167,807	(1)	(1)	Common Stock	167,807	$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 J. 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 RSU vesting reported on AMBC Form 4?

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

How many shares did director Jeffrey Scott Stein receive on 09/29/2025?

167,807 shares were issued upon settlement of restricted stock units.

What is Jeffrey Scott Stein's beneficial ownership after the transaction?

217,807 shares of Ambac common stock are reported as beneficially owned following the settlement.

What price was paid for the shares issued on vesting?

$0 per share is reported for the settled RSUs in the Form 4.

When was the Form 4 signed and filed on behalf of the reporting person?

Signed by William J. White, attorney-in-fact, on 09/30/2025 and reporting the transaction dated 09/29/2025.