Amplitude, Inc. (NASDAQ: AMPL) CTO Liu gifts 350,000 Class B shares, retains large stake

Rhea-AI Filing Summary

Amplitude, Inc. director and Chief Technology Officer Curtis Liu, a ten percent owner, reported two bona fide gift transfers of derivative securities on July 8, 2026. The gifts involved an aggregate of 350,000 shares of Class B Common Stock, in two blocks of 175,000 shares. These transfers were non-market gifts, and no value was received for the shares. After the transactions, Liu indirectly holds 7,207,208 shares of Class B Common Stock through a trust and 175,000 shares through his spouse. The Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis and is subject to automatic conversion upon specified events.

Insights

Insider transactions analyst

Liu reported non-market gifts totaling 350,000 Class B shares; economic impact appears limited.

Curtis Liu, Chief Technology Officer and ten percent owner of Amplitude, Inc., reported two bona fide gifts totaling 350,000 shares of Class B Common Stock on July 8, 2026. Each gift covered 175,000 shares and is classified as a derivative transaction tied to Class A Common Stock on a one-to-one conversion basis.

Footnotes state the gifts were from a trust he controls to his spouse, were not market transactions, and that no value was received for the shares. Following these transfers, Liu still indirectly holds 7,207,208 Class B shares via a trust and 175,000 via his spouse, indicating a substantial continuing ownership position. As non-market gifts, these dispositions typically carry limited informational value about views on the company’s prospects.

Insider Trade Summary

350,000 shares gifted

Mixed 2 txns

Insider Liu Curtis

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Gift	Class B Common Stock	175,000	$0.00	--
Gift	Class B Common Stock	175,000	$0.00	--

Holdings After Transaction: Class B Common Stock — 7,207,208 shares (Indirect, By Trust)

Footnotes (1)

1. The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will convert automatically into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (b) the death or incapacity of the reporting person, (c) the date that is six months following the date on which the reporting person is no longer an employee or director of the Issuer (unless such reporting person has rejoined the Issuer during such six-month period) or (d) the date that is six months following the date on which none of the Issuer's founders is an employee or director of the Issuer (unless a founder has rejoined the Issuer during such six-month period). This transaction involved a gift of securities by the trust to the reporting person's spouse. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares. Securities held by a trust over which the reporting person exercises voting and dispositive control.

Key Figures

Total gifted shares: 350,000 shares of Class B Common Stock Individual gift size: 175,000 shares of Class B Common Stock Post-transaction trust holdings: 7,207,208 shares of Class B Common Stock +3 more

6 metrics

Total gifted shares 350,000 shares of Class B Common Stock Aggregate of two bona fide gifts reported on July 8, 2026

Individual gift size 175,000 shares of Class B Common Stock Each of two gift transactions on July 8, 2026

Post-transaction trust holdings 7,207,208 shares of Class B Common Stock Indirectly held through a trust after the gifts

Post-transaction spouse holdings 175,000 shares of Class B Common Stock Indirectly held through spouse after the gifts

Conversion ratio 1:1 Class B to Class A Class B Common Stock convertible into Class A Common Stock at any time

Gift transactions count 2 gift transactions Bona fide gifts reported as Code G on July 8, 2026

Key Terms

bona fide gift, Class B Common Stock, Class A Common Stock, voting and dispositive control, +1 more

5 terms

bona fide gift financial

"This transaction involved a gift of securities by the trust to the reporting person's spouse."

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Class B Common Stock financial

"The Class B Common Stock is convertible at any time at the option of the holder"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Class A Common Stock financial

"convertible at any time at the option of the holder into the Issuer's Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

voting and dispositive control financial

"Securities held by a trust over which the reporting person exercises voting and dispositive control."

ten percent owner financial

"reporting person is marked as a ten percent owner in the issuer"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/10/2026 - 04:13 PM Accepted by SEC EDGAR 07/10/2026 - 04:13 PM Learn about SEC filing dates

FAQ

What insider transaction did Amplitude (AMPL) CTO Curtis Liu report?

Curtis Liu reported two bona fide gifts of Amplitude Class B Common Stock on July 8, 2026, totaling 350,000 shares. These were non-market, no-consideration transfers classified as derivative transactions linked to Class A Common Stock.

How many Amplitude (AMPL) shares did Curtis Liu gift in this Form 4?

Curtis Liu gifted an aggregate of 350,000 shares of Amplitude Class B Common Stock, in two separate 175,000-share transactions. Footnotes state these were bona fide gifts with no value received.

What are Curtis Liu’s indirect Amplitude (AMPL) holdings after the reported gifts?

After the reported gifts, Curtis Liu indirectly holds 7,207,208 shares of Class B Common Stock through a trust and 175,000 shares through his spouse. These positions reflect continued substantial ownership in Amplitude.

Were Curtis Liu’s Amplitude (AMPL) share transfers market transactions?

No. The filing describes the transfers as bona fide gifts from a trust to his spouse and notes they are not market transactions. Footnotes specify that no value was received for the gifted shares.

How is Amplitude (AMPL) Class B Common Stock related to Class A Common Stock?

Amplitude’s Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis. Footnotes add that Class B will automatically convert to Class A upon certain events, including transfers or changes in employment status.

Does the Form 4 indicate that Curtis Liu remains a major shareholder of Amplitude (AMPL)?

Yes. Despite gifting 350,000 shares, Curtis Liu remains a ten percent owner and indirectly holds over 7.3 million shares of Class B Common Stock through a trust and his spouse.

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^*

Liu Curtis

(Last) (First) (Middle)

C/O AMPLITUDE, INC.

201 THIRD ST., SUITE 200

(Street)

SAN FRANCISCO CALIFORNIA 94103

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Amplitude, Inc. [ AMPL ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2026

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)

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
Class B Common Stock	(1)	07/08/2026		G(2)			175,000	(1)	(1)	Class A Common Stock	175,000	$0.00	7,207,208	I	By Trust(3)
Class B Common Stock	(1)	07/08/2026		G(2)		175,000		(1)	(1)	Class A Common Stock	175,000	$0.00	175,000	I	By Spouse

Explanation of Responses:

1. The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will convert automatically into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earlier of (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (b) the death or incapacity of the reporting person, (c) the date that is six months following the date on which the reporting person is no longer an employee or director of the Issuer (unless such reporting person has rejoined the Issuer during such six-month period) or (d) the date that is six months following the date on which none of the Issuer's founders is an employee or director of the Issuer (unless a founder has rejoined the Issuer during such six-month period).

2. This transaction involved a gift of securities by the trust to the reporting person's spouse. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.

3. Securities held by a trust over which the reporting person exercises voting and dispositive control.

Remarks:

	/s/ Elizabeth Fisher, as attorney in fact for Curtis Liu	07/10/2026
	** 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)