Ambiq Micro (NASDAQ: AMBQ) director-linked entity converts preferred stock to common

Rhea-AI Filing Summary

Ambiq Micro director-associated entity converts preferred stock into common shares. An entity linked to director Timothy Chen, Triumph Way Investment Inc., converted shares of Series F-1 Convertible Preferred Stock into 70,592 shares of Common Stock on July 31, 2025, immediately before Ambiq Micro’s initial public offering. Following the automatic conversion, Chen holds these shares indirectly and exercises sole voting and dispositive control over them, while the Series F-1 Convertible Preferred Stock position is reduced to zero.

Insider Trade Summary

1,707,853 shares exercised/converted

Mixed 2 txns

Insider Chen Timothy

Role null

Type	Security	Shares	Price	Value
Conversion	Series F-1 Convertible Preferred Stock	1,707,853	$0.00	--
Conversion	Common Stock	70,592	$0.00	--

Holdings After Transaction: Series F-1 Convertible Preferred Stock — 0 shares (Indirect, By: Triumph Way Investment Inc.); Common Stock — 70,592 shares (Indirect, By: Triumph Way Investment Inc.)

Footnotes (1)

1. The Series F-1 Convertible Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date. The Reporting Person exercises sole voting and dispositive control over the shares held by Triumph Way Investment Inc.

Key Figures

Common shares after conversion: 70,592 shares Preferred shares converted: 1,707,853 shares Derivative exercises: 1 transaction, 1,707,853 shares

3 metrics

Common shares after conversion 70,592 shares Indirectly held by Triumph Way Investment Inc. following July 31, 2025 conversion

Preferred shares converted 1,707,853 shares Series F-1 Convertible Preferred Stock converted into Common Stock

Derivative exercises 1 transaction, 1,707,853 shares Exercise/conversion count and shares per transactionSummary

Key Terms

Series F-1 Convertible Preferred Stock, initial public offering, voting and dispositive control

3 terms

Series F-1 Convertible Preferred Stock financial

"The Series F-1 Convertible Preferred Stock automatically converted into Common Stock immediately prior to the closing..."

initial public offering financial

"automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

voting and dispositive control financial

"The Reporting Person exercises sole voting and dispositive control over the shares held by Triumph Way Investment Inc."

Form 4 Insider Transactions: What Each Field Means →

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^*

Chen Timothy

(Last) (First) (Middle)

C/O AMBIQ MICRO, INC.

6500 RIVER PLACE BLVD., BUILDING 7 SUITE

(Street)

AUSTIN TEXAS 78730

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ambiq Micro, Inc. [ AMBQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/31/2025

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	07/31/2025		C		70,592	A	(1)	70,592	I	By: Triumph Way Investment Inc.(2)

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
Series F-1 Convertible Preferred Stock	(1)	07/31/2025		C			1,707,853	(1)	(1)	Common Stock	70,592	$0	0	I	By: Triumph Way Investment Inc.(2)

Explanation of Responses:

1. The Series F-1 Convertible Preferred Stock automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering of common stock and had no expiration date.

2. The Reporting Person exercises sole voting and dispositive control over the shares held by Triumph Way Investment Inc.

Remarks:

This Form 4 is being amended solely to include the reported transaction affecting the indirectly held stock reported herein that was previously inadvertently omitted from the Form 4.

	/s/ Jeffrey Winzeler, Attorney-in-Fact	05/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Ambiq Micro (AMBQ) report in this Form 4/A?

Ambiq Micro reported an automatic conversion of preferred stock into common shares. An entity linked to director Timothy Chen converted Series F-1 Convertible Preferred Stock into 70,592 shares of Common Stock immediately before the company’s initial public offering of common stock.

How many Ambiq Micro (AMBQ) common shares resulted from the preferred stock conversion?

The transaction produced 70,592 shares of Ambiq Micro Common Stock. These shares came from the automatic conversion of Series F-1 Convertible Preferred Stock and are held indirectly, with Timothy Chen exercising sole voting and dispositive control over the resulting common stock position.

Who holds the converted Ambiq Micro (AMBQ) shares reported in the Form 4/A?

The converted shares are held by Triumph Way Investment Inc. Timothy Chen is the reporting person and exercises sole voting and dispositive control over the shares that Triumph Way Investment Inc. holds, making this an indirect ownership position rather than direct personal holdings.

What happened to the Series F-1 Convertible Preferred Stock in this Ambiq Micro (AMBQ) filing?

The Series F-1 Convertible Preferred Stock automatically converted into Ambiq Micro Common Stock. After the conversion, the reported holdings of Series F-1 Convertible Preferred Stock for the Triumph Way Investment Inc. position were reduced to zero, eliminating that preferred stock position in this filing.

Was the Ambiq Micro (AMBQ) insider transaction an open-market buy or sell?

The transaction was a conversion of a derivative security, not an open-market trade. The Series F-1 Convertible Preferred Stock automatically converted into Common Stock immediately prior to Ambiq Micro’s initial public offering, with no reported open-market purchase or sale activity in this filing.