Amplitude Insider Withholds 95,809 Shares for Taxes; Holds 2.01M Shares

Rhea-AI Filing Summary

Amplitude, Inc. (AMPL) reporting person Thomas Neergaard Hansen reported a change in beneficial ownership tied to the vesting of restricted stock units on 08/15/2025. The filing shows 95,809 shares of Class A common stock were disposed of at an effective price of $11.47; the form clarifies these shares were withheld by the company to satisfy tax withholding obligations related to net issuance from RSU vesting and therefore do not represent a market sale. After the withholding, the reporting person beneficially owns 2,006,605 shares, which includes 1,320,859 RSUs. The form was submitted under power of attorney.

Positive

• Transaction was for tax withholding on RSU vesting, not an open-market sale
• Reporting person retains a substantial ownership position of 2,006,605 shares
• 1,320,859 RSUs remain part of the reported beneficial ownership, indicating continued incentive alignment
• Form 4 filed under power of attorney, showing procedural compliance

Negative

• Beneficial ownership decreased by 95,809 shares due to withholding

Insights

Securities Analyst

TL;DR: A tax-withholding share disposition reduced the insider's net shares but did not indicate an open-market sale.

The transaction on 08/15/2025 reflects 95,809 Class A shares withheld at $11.47 to satisfy tax obligations from RSU vesting rather than an outright sale, which is less likely to signal voluntary liquidity or negative sentiment.

Holding remains substantial at 2,006,605 shares including 1,320,859 RSUs, maintaining alignment with company performance. For investors, this is routine equity compensation mechanics rather than a directional insider trade.

Corporate Governance Expert

TL;DR: The Form 4 documents compensation-related withholding; disclosure appears standard and compliant.

The filing discloses that shares were withheld to satisfy tax withholding tied to RSU vesting and explicitly states these were not sales by the reporting person, which is a common practice. The continued large beneficial ownership and inclusion of RSUs suggests ongoing executive incentive alignment. The form was executed via attorney-in-fact, indicating proper authorization for filing.

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^*

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)
08/15/2025

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
Class A Common Stock	08/15/2025		F(1)		95,809	D	$11.47	2,006,605(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 August 15, 2025, from the vesting of restricted stock units ("RSUs"), and does not represent a sale by the reporting person.

2. Includes 1,320,859 RSUs.

Remarks:

	/s/ Elizabeth Fisher, as attorney in fact for Thomas Neergaard Hansen	08/19/2025
	** 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 change did Thomas Neergaard Hansen report on AMPL Form 4?

The filing reports that 95,809 Class A shares were disposed of on 08/15/2025 via withholding at $11.47 to satisfy tax obligations from RSU vesting.

Was the disposition on the Form 4 a sale of AMPL shares?

No. The form states the shares were withheld by the issuer to satisfy tax withholding and do not represent a sale by the reporting person.

How many AMPL shares does the reporting person own after the transaction?

After the withholding, the reporting person beneficially owns 2,006,605 shares, which includes 1,320,859 RSUs.

What price was associated with the withheld AMPL shares?

The withheld shares are reported with a price of $11.47 per share.

Does the Form 4 indicate who filed the document?

The signature block shows the form was submitted by Elizabeth Fisher as attorney-in-fact for Thomas Neergaard Hansen.