Amplitude (AMPL) CFO withholds 64,872 shares to cover RSU taxes

Rhea-AI Filing Summary

Amplitude, Inc. Chief Financial Officer Andrew Casey had 64,872 shares of Class A Common Stock withheld at $6.06 per share to cover tax obligations from vested restricted stock units on May 15, 2026. This was not an open-market sale. After the withholding, he directly holds 1,436,152 shares, including 958,054 RSUs and 2,500 shares acquired through the employee stock purchase plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Casey Andrew

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	64,872	$6.06	$393K

Holdings After Transaction: Class A Common Stock — 1,436,152 shares (Direct, null)

Footnotes (1)

1. Represents shares of the Issuer's Class A Common Stock withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance of shares of the Issuer's Class A Common Stock delivered to the reporting person on May 15, 2026, from the vesting of restricted stock units ("RSUs"), and does not represent a sale by the Reporting Person. Includes 958,054 RSUs. Includes 2,500 shares acquired under the Issuer's employee stock purchase plan on May 14, 2026.

Key Figures

Tax-withheld shares: 64,872 shares Withholding price: $6.06 per share Shares held after transaction: 1,436,152 shares +3 more

6 metrics

Tax-withheld shares 64,872 shares Class A Common Stock withheld for taxes on May 15, 2026

Withholding price $6.06 per share Value used for tax-withholding disposition

Shares held after transaction 1,436,152 shares Direct Class A holdings following the May 15, 2026 event

RSUs included in holdings 958,054 RSUs Restricted stock units included in post-transaction total

ESPP shares 2,500 shares Acquired under employee stock purchase plan on May 14, 2026

Tax-withholding shares count 64,872 shares Reported as tax withholding, not an open-market sale

Key Terms

restricted stock units ("RSUs"), tax withholding obligations, employee stock purchase plan, net issuance of shares, +1 more

5 terms

restricted stock units ("RSUs") financial

"from the vesting of restricted stock units ("RSUs"), and does not represent"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding obligations financial

"withheld by the Issuer solely to satisfy tax withholding obligations in connection"

employee stock purchase plan financial

"Includes 2,500 shares acquired under the Issuer's employee stock purchase plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

net issuance of shares financial

"in connection with the net issuance of shares of the Issuer's Class A"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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^*

Casey Andrew

(Last) (First) (Middle)

C/O AMPLITUDE, INC.

201 3RD STREET, 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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
Class A Common Stock	05/15/2026		F(1)		64,872	D	$6.06	1,436,152(2)(3)	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 shares of the Issuer's Class A Common Stock withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance of shares of the Issuer's Class A Common Stock delivered to the reporting person on May 15, 2026, from the vesting of restricted stock units ("RSUs"), and does not represent a sale by the Reporting Person.

2. Includes 958,054 RSUs.

3. Includes 2,500 shares acquired under the Issuer's employee stock purchase plan on May 14, 2026.

Remarks:

	/s/ Elizabeth Fisher, as attorney in fact for Andrew Casey	05/19/2026
	** 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 Amplitude (AMPL) report for CFO Andrew Casey?

Amplitude reported that CFO Andrew Casey had 64,872 Class A shares withheld to cover tax obligations on vested RSUs. This was a non-market tax-withholding disposition, not an open-market sale of shares by the executive.

Was the Amplitude (AMPL) CFO’s Form 4 transaction a sale of shares?

No. The 64,872 shares reported were withheld by Amplitude solely to satisfy tax withholding obligations on RSU vesting. The footnote explicitly states this does not represent a sale by the reporting person in the market.

How many Amplitude (AMPL) shares does the CFO hold after this transaction?

Following the tax-withholding event, CFO Andrew Casey directly holds 1,436,152 shares of Class A Common Stock. This total includes 958,054 restricted stock units and 2,500 shares acquired under Amplitude’s employee stock purchase plan.

What price per share was used for the Amplitude (AMPL) tax-withholding shares?

The 64,872 shares withheld for tax obligations were valued at $6.06 per share. This price is used solely for calculating the tax-withholding disposition tied to the RSU vesting, not for an open-market trade.

What role did restricted stock units (RSUs) play in this Amplitude (AMPL) Form 4?

The transaction arose from the vesting of RSUs, which triggered tax obligations. Amplitude withheld 64,872 shares to meet those taxes. Afterward, the CFO’s holdings still include 958,054 RSUs as part of his total reported share position.

Did the Amplitude (AMPL) CFO buy or sell any shares on the open market?

The filing does not show any open-market purchases or sales. It reports only a tax-withholding disposition of 64,872 shares related to RSU vesting, which the footnote clarifies is not a sale by the reporting person.