Ambac (AMBC) Insider: DSUs Vest After Sale of Ambac Assurance

Rhea-AI Filing Summary

Stephen Michael Ksenak, Sr. MD & General Counsel of Ambac Financial Group (AMBC), reported transactions on 09/29/2025. A change of control triggered by the sale of Ambac Assurance to an entity owned by funds managed by Oaktree Capital Management caused his Deferred Share Units (DSUs) to vest and settle into common stock. 129,146 DSUs converted into 129,146 shares at no cash price, and 43,522 of those shares were withheld by the company at an effective withholding price of $9.72 to satisfy tax obligations. After these transactions Ksenak beneficially owned 205,256 shares, held directly.

Positive

• DSUs vested and converted into common stock due to a change of control, increasing the reporting persons direct shareholding
• Clear disclosure of withholding to satisfy tax obligations and of the change-of-control trigger

Negative

• 43,522 shares were withheld to satisfy tax withholding, reducing the number of shares delivered to the reporting person
• Transaction triggered by a sale of Ambac Assurance, indicating a corporate control change (no further details provided)

Insights

Financial Analyst

TL;DR: Insider received vested equity due to change of control; shares withheld for taxes reduced net share count.

The Form 4 documents a non-cash settlement of 129,146 Deferred Share Units into common stock following a change of control triggered by the sale of Ambac Assurance.

This increases the reporting persons direct shareholding to 205,256 shares after the company withheld 43,522 shares to satisfy tax withholding at an indicated price of $9.72 per share. The transactions are routine for DSU vesting on change-of-control events and have no disclosed cash consideration beyond tax withholding.

Corporate Governance Expert

TL;DR: Change-of-control provisions caused immediate vesting and settlement of DSUs; disclosure aligns with standard executive compensation mechanics.

The filing confirms that each DSU converts to one share and that a change of control clause accelerated vesting. The companys withholding of 43,522 shares to meet tax obligations is explicitly disclosed, and ownership is reported as direct.

No amendments, loans, or derivative exercises beyond DSU settlement are reported.

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
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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^*

Ksenak Stephen Michael

(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)
	Sr. MD & General Counsel

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		129,146(1)	A	$0	248,778	D
Common Stock	09/29/2025		F		43,522(2)	D	$9.72	205,256	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
Deferred Share Units	(3)	09/29/2025		C			129,146	(1)	(1)	Common Stock	129,146	$0	0	D

Explanation of Responses:

1. Upon the closing of the sale of Ambac Assurance Corporation by Ambac Financial Group to an entity owned by funds managed by Oaktree Capital Management, L.P., a change of control was triggered causing the Reporting Person's Deferred Share Units ("DSUs") to vest and settle.

2. Represents the amount of DSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.

3. Each DSU represents a contingent right to receive one share of common stock of the Company.

Remarks:

	William White, attorney-in-fact	10/01/2025
	** 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 happened in the AMBC Form 4 filed by Stephen Michael Ksenak?

129,146 Deferred Share Units vested and were converted into 129,146 common shares on 09/29/2025, and 43,522 shares were withheld for taxes.

Why did the DSUs vest for AMBC insider Stephen Ksenak?

The DSUs vested and settled because a change of control was triggered by the sale of Ambac Assurance to an entity owned by funds managed by Oaktree Capital Management.

How many AMBC shares does Ksenak beneficially own after the transactions?

Following the transactions, Ksenak beneficially owns 205,256 shares, reported as direct ownership.

What was the withholding for tax purposes in the reported AMBC transaction?

The company withheld 43,522 shares from the converted DSUs, with an indicated withholding price of $9.72 per share.

Were any cash purchases or option exercises reported on the Form 4?

No cash purchases or option exercises were reported; the primary events were DSU conversion to stock and share withholding for taxes.