Form 4: HANSEN THOMAS NEERGAARD reports disposition transactions in AMPL

Rhea-AI Filing Summary

HANSEN THOMAS NEERGAARD reported disposition transactions in a Form 4 filing for AMPL. The filing lists transactions totaling 69,142 shares at a weighted average price of $6.34 per share. Following the reported transactions, holdings were 1,845,845 shares.

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

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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^*

HANSEN THOMAS NEERGAARD

(Last) (First) (Middle)

C/O AMPLITUDE, INC.

201 THIRD ST., SUITE 200

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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
Class A Common Stock	02/15/2026		F(1)		69,142	D	$6.34	1,845,845(2)	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 February 15, 2026, from the vesting of restricted stock units ("RSUs"), and does not represent a sale by the reporting person.

2. Includes 960,020 RSUs.

Remarks:

	/s/ Elizabeth Fisher, as attorney in fact for Thomas Neergaard Hansen	02/17/2026
	** 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.

FAQ

What insider transaction did Amplitude (AMPL) report on February 15, 2026?

Amplitude reported that its President, Thomas Neergaard Hansen, had 69,142 Class A shares withheld to cover tax obligations. The shares were tied to vesting restricted stock units, and the withholding did not represent an open-market sale by Hansen.

Was the Amplitude (AMPL) insider transaction a sale of shares by the President?

No, the transaction was not a sale by the President. The shares were withheld by Amplitude solely to satisfy tax withholding obligations related to RSU vesting, as explicitly stated, rather than being sold into the market by Thomas Neergaard Hansen.

How many Amplitude (AMPL) shares does the President own after the reported transaction?

After the transaction, President Thomas Neergaard Hansen beneficially owned 1,845,845 Class A shares. This figure includes 960,020 restricted stock units, which are awards that can convert into shares upon vesting under their existing terms.

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

The tax-withholding disposition used a price of $6.34 per Class A share for 69,142 shares. This price is used for reporting and tax calculation purposes, not necessarily as an indication of open-market trading activity by the insider.

What role does Thomas Neergaard Hansen hold at Amplitude (AMPL)?

Thomas Neergaard Hansen serves as an officer of Amplitude with the title of President. The reported Form 4 transaction reflects his equity compensation activity and associated tax withholding, rather than discretionary buying or selling of company stock.