Ambac Finl Group Inc SEC Filings

Ambac Financial Group (AMBC) insider filing reports that a change of control tied to the sale of Ambac Assurance triggered vesting and settlement of Deferred Share Units (DSUs) for reporting person Daniel McGinnis, Sr. MD & COO. The filing shows 29,832 DSUs vested and were settled into common stock at no cash price, and 10,053 shares were withheld by the company to satisfy tax withholding at a reported price of $9.72 per share. The filing lists beneficial ownership figures in the table as 48,288 and 38,235 shares following the reported transactions and states that each DSU represents a contingent right to one share.

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.

Ambac Financial Group director Kristi Ann Matus reported a transaction on 09/29/2025. A change of control triggered by the sale of Ambac Assurance to funds managed by Oaktree Capital Management caused 39,179 restricted stock units (RSUs) to vest and settle into common stock. The RSUs represent one share per unit and were settled at a reported price of $0. Following the settlement, the reporting person beneficially owned 48,179 shares of Ambac Financial Group common stock. The Form 4 was signed by William J. White, attorney in fact, on 09/30/2025.

Ambac Financial Group director Michael D. Price reported a change in beneficial ownership following a corporate transaction. On 09/29/2025, 39,179 restricted stock units (RSUs) vested and were settled, resulting in the acquisition of 39,179 shares of Ambac common stock at a reported price of $0 per share. The vesting was triggered by a change of control when Ambac Assurance Corporation was sold to an entity owned by funds managed by Oaktree Capital Management, L.P. After the transaction, Mr. Price beneficially owns 205,477 shares. The Form 4 was signed by William J. White, attorney in fact, on 09/30/2025.

Ian David Haft, a director of Ambac Financial Group, Inc. (AMBC), reported the vesting and settlement of 131,921 restricted stock units that converted into 131,921 shares of common stock on 09/29/2025. The vesting was triggered by a change of control following the closing of 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 one share of common stock, and the underlying shares were recorded with a price of $0. The filing shows the shares are beneficially owned directly and the Form 4 was signed by William White, attorney-in-fact, on 09/30/2025.

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.

Ambac Financial Group, Inc. (AMBC) Form 3 shows Cristina E. Ahn, listed as a Director and Chief Accounting Officer, reported initial beneficial ownership of 2,486 restricted stock units (RSUs) that represent common stock. The RSUs were granted on March 10, 2025 as part of the 2025 Long Term Incentive Plan and will vest in three equal annual installments beginning March 10, 2026, with subsequent vesting on March 3, 2027 and March 3, 2028. The filing was dated 09/29/2025 for the event and signed via attorney-in-fact on 09/30/2025. No other securities or derivative holdings are reported on this form.

Ambac Financial Group accelerated executive PSU vesting after selling its legacy assurance business. After the sale of Ambac Assurance Corporation, the Compensation Committee accelerated vesting of 2023 and 2024 performance stock units for CEO Claude LeBlanc, CFO David Trick and COO R. Sharon Smith because many performance metrics were tied to the legacy business that closed with the sale. The 2023 awards vested at 121.5% of target and the 2024 awards vested at 100% of target. The vested PSU amounts were 368,313 for Mr. LeBlanc, 89,071 for Mr. Trick and 79,441 for Ms. Smith.

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.