[Form 4] Ambac Financial Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ambac Financial Group, Inc. (AMBC) filed a Form 4 for Senior Managing Director & General Counsel Stephen Michael Ksenak. On July 9 2025 he received 32,097 restricted stock units (RSUs) under the company’s 2025 Long-Term Incentive Plan. Each RSU converts into one common share as it vests. The award vests in three equal tranches on July 9 2026, 2027 and 2028. Following this grant, the executive now beneficially owns 46,151 RSUs, all held directly. No common-stock sales or purchases were reported, and the filing contains no cash exercise price, so there is no immediate cash outflow for the company or insider. This routine equity compensation filing is primarily administrative and does not include operating or earnings data.

Positive

• Alignment of interests: 32,097 RSUs vest over three years, tying senior counsel’s compensation to long-term share performance.
• No cash cost: RSUs are non-cash awards, preserving company liquidity.

Negative

• Minor dilution: Potential issuance of 32,097 new shares adds ≈0.07% to outstanding share count, although impact is negligible.

Insights

Financial Analyst

TL;DR: Routine RSU grant; neutral impact, modest alignment of incentives, negligible dilution.

The 32,097-unit RSU award represents customary annual equity compensation for a senior officer. With shares issued over three years, any dilution is spread out and immaterial relative to Ambac’s 48 million-share float (≈0.07% potential dilution). No open-market transaction signals, so the filing neither suggests insider bullishness nor concern. Net effect on valuation or near-term cash flows is negligible, hence neutral for investors.

Corporate Governance Expert

TL;DR: Standard incentive grant supports pay-for-performance; governance practices appear compliant.

Vesting over three years promotes retention and long-term alignment with shareholders. The grant follows the 2025 LTIP, indicating board-approved, transparent compensation policy. No 10b5-1 plan box checked, implying discretionary grant timing by the compensation committee. Overall, the disclosure meets Section 16 requirements and raises no governance red flags.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
07/09/2025

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
Restricted Stock Units	(1)	07/09/2025		A		32,097		(2)	(2)	Common Stock	32,097	$0	46,151	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the common stock of Ambac Financial Group, Inc. (the "Company").

2. On July 9, 2025 the reporting person received a grant of 32,097 restricted stock units ("RSUs") as part of their 2025 Long Term Incentive Plan award. The RSUs will vest in three equal annual installments commencing July 9, 2026, July 9, 2027, and July 9, 2028.

Remarks:

	William White, attorney-in-fact	07/09/2025
	** 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

How many AMBC shares did Stephen Ksenak acquire in the Form 4 filing?

He was granted 32,097 restricted stock units, each convertible into one common share upon vesting.

When will the newly granted RSUs to AMBC's General Counsel vest?

They vest in three equal annual installments on July 9 2026, 2027, and 2028.

What is Stephen Ksenak’s total AMBC equity holding after this grant?

After the transaction, he beneficially owns 46,151 RSUs in total.

Does the Form 4 indicate any AMBC stock sales or purchases?

No. The filing reports only an RSU grant; there were no open-market trades.

Will the RSU grant materially dilute existing AMBC shareholders?

Dilution is immaterial (≈0.07%) given Ambac’s share count and the multi-year vesting schedule.