AMBQ Form 4: CFO award of 83,819 RSUs increases ownership to 132,818

Rhea-AI Filing Summary

Hanson Scott McLean, who serves as Chief Financial Officer and a director of Ambiq Micro, Inc. (AMBQ), received a grant of $0-priced restricted stock units totaling 83,819 RSUs on 10/02/2025. Each RSU converts into one share of common stock upon settlement. After the grant, the reporting person beneficially owns 132,818 shares in total. The RSUs vest 25% on 10/01/2026 with the remainder vesting in equal quarterly installments of 1/12 thereafter, subject to continued service under the 2025 Equity Incentive Plan. The grant was reported on the Form 4 filed and signed by an attorney-in-fact on 10/06/2025.

Positive

• Substantial time‑based equity grant of 83,819 RSUs supports executive retention
• Post‑grant ownership of 132,818 shares increases executive alignment with shareholders

Negative

• Potential dilution when 83,819 RSUs vest and settle, increasing outstanding shares
• Vesting contingent on continued service, so value is forfeitable if employment ends before vesting

Insights

Compensation & Governance Analyst

Grant aligns CFO incentives with shareholder value through time‑based RSUs.

The award of 83,819 RSUs is a time‑based equity grant that vests 25% after one year and then quarterly, encouraging retention and long‑term alignment with shareholders. The zero strike price indicates these are restricted stock units rather than options, which transfer full share value on settlement.

The main dependency is continued service; vesting is subject to the executive remaining employed. Watch for future disclosures when RSUs settle, which will increase outstanding shares and could modestly dilute existing holders; monitor outstanding share counts in the next 12–36 months.

Equity Dilution Specialist

The grant increases potential share count and immediate beneficial ownership to 132,818 shares.

The reported post‑grant beneficial ownership of 132,818 shares reflects the reporting person’s current and contingent equity holdings. Settlement of the 83,819 RSUs will add shares to the float when they vest and are issued.

Monitor quarterly filings and the company’s share count disclosures over the next 12–36 months to quantify dilution impact and compare new shares against current outstanding shares to assess materiality.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hanson Scott McLean

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	83,819	$0.00	--

Holdings After Transaction: Common Stock — 132,818 shares (Direct)

Footnotes (1)

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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^*

Hanson Scott McLean

(Last) (First) (Middle)

(Street)

AUSTIN TX 78730

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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	10/02/2025		A		83,819(1)	A	$0	132,818	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

Explanation of Responses:

1. Represents the grant of restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. 25% of the shares subject to the RSU will vest on October 1, 2026, and 1/12 of the shares subject to the RSU will vest quarterly thereafter, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2025 Equity Incentive Plan).

	/s/ Jeffrey Winzeler, Attorney-in-Fact	10/06/2025
	** 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

What did Ambiq Micro (AMBQ) disclose on the Form 4 filed for the CFO?

The Form 4 reports a grant of 83,819 restricted stock units (RSUs) to the CFO on 10/02/2025, increasing his beneficial ownership to 132,818 shares.

How do the RSUs granted to AMBQ's CFO vest?

The RSUs vest 25% on 10/01/2026, with the remainder vesting in equal quarterly installments of 1/12 thereafter, subject to continuous service.

Will the RSU grant to the CFO cost Ambiq Micro anything at grant?

The Form indicates the RSUs were granted with a reported price of $0, consistent with restricted stock units that convert to shares on settlement rather than requiring an exercise payment.

How might this RSU grant affect Ambiq Micro's share count?

If all 83,819 RSUs vest and are settled for shares, the company’s outstanding share count will increase by that amount, causing dilution to existing shareholders.

When was the Form 4 signed and filed for this transaction?

The Form 4 was signed by an attorney‑in‑fact on 10/06/2025 and reports the transaction dated 10/02/2025.