Ambac Finl Group Inc SEC Filings

Ambac Financial Group entered into new one-year renewable employment agreements with CEO Claude LeBlanc, CFO David Trick and Executive VP/Group COO R. Sharon Smith effective September 29, 2025. The CEO's package includes a $900,000 base salary, 125% target bonus, a $2.65M target long-term award (from 2026), a $900,000 one-time cash award, $2.1M RSU grant vesting in one year and a 500,000-share performance stock option with multi-tier price hurdles and a 10-year term. Mr. Trick and Ms. Smith received base salaries of $600,000 and $500,000, target bonuses of 70% and 75%, one-time cash awards of $600,000 and $500,000, and respective RSU/PSO special awards (Ms. Smith's PSO for 284,125 shares). Agreements specify severance, accelerated vesting on death/disability, enhanced Change-in-Control payments, restrictive covenants and stock ownership requirements. The Board also amended the 2024 Incentive Plan to remove certain per-participant award limits while leaving director limits and aggregate share cap unchanged. Several officer transitions accompanied the sale of Ambac Assurance Corporation, including appointments of Ms. Smith as Group COO and Cristina Ahn as Chief Accounting Officer.

Ambac Financial Group, Inc. (AMBC) disclosed that the buyer in its announced acquisition entered a Commitment Letter with Truist Securities and Truist Bank for senior secured credit facilities totaling $120,000,000—a $100,000,000 term loan and a $20,000,000 revolving credit facility. The buyer expects to obtain the first-lien term loan before or substantially concurrent with closing and plans to use proceeds to finance part of the purchase price, pay transaction fees and provide working capital.

The Commitment Letter is conditional and may not close as anticipated; it expires on the earlier of February 2, 2026, the acquisition closing (with or without the facilities), or termination of the acquisition agreement. The filing includes standard forward-looking statements and cautions that actual results may differ due to regulatory, legal, or other contingencies.

Ambac Financial Group completed the sale of its wholly owned subsidiary Ambac Assurance Corporation to Acorn for $420,000,000 in cash, subject to adjustments, on September 29, 2025. Concurrent with the closing, the company issued a warrant to the investor exercisable for 5,092,707 shares of Ambac common stock. The warrant includes staged conversion windows beginning after the six-month lock-up termination and limits conversion frequency and size, and the company may elect to settle conversions in stock, cash based on a Black-Scholes valuation, or a combination.

The total cash and stock consideration the company may pay upon conversion of the warrant is capped at $70 million in the aggregate. The warrant and related Warrant Shares were issued in reliance on Section 4(a)(2) exemptions. The transaction and investor rights are described as governed by referenced agreements incorporated by exhibit.

SIG Brokerage, LP and Susquehanna Securities, LLC filed a Schedule 13G reporting collective beneficial ownership of 2,378,783 shares of Ambac Financial Group, Inc., representing 5.1% of the outstanding common stock. The filing states the reported totals incorporate options to acquire 12,500 shares by SIG Brokerage and 1,423,200 shares by Susquehanna Securities. The company had 46,427,421 shares outstanding as of May 9, 2025, per the filing's incorporated quarterly report.

The reporting entities are Delaware-organized broker-dealers with a Bala Cynwyd, PA principal office. They certify the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

LeBlanc Claude, serving as Chief Executive Officer and a Director of Ambac Financial Group, Inc. (AMBC), reported a purchase of 25,000 shares of AMBC common stock on 08/11/2025 at a price of $7.03 per share. After the transaction the filing shows 603,291 shares beneficially owned directly. The disclosure was submitted on a Form 4 and signed by an attorney-in-fact.