Andrew Casey (CFO) reports RSU tax-withholding; 1,128,108 AMPL shares held

Rhea-AI Filing Summary

Andrew Casey, Chief Financial Officer and director of Amplitude, Inc. (AMPL), reported a transaction dated 08/15/2025. The Form 4 shows 54,399 shares of Class A common stock were withheld by the company to satisfy tax withholding related to the net issuance from RSU vesting; this is reported with a per-share amount of $11.47. After the withholding, Mr. Casey is reported to beneficially own 1,128,108 shares, which the filing notes include 883,657 restricted stock units (RSUs). The filing indicates the transaction represents tax withholding and does not represent a sale by the reporting person.

Positive

• Transaction is a tax-withholding on RSU vesting, not an open-market sale
• Reporting person retains a substantial beneficial position: 1,128,108 shares including 883,657 RSUs

Negative

• Net direct holdings were reduced by 54,399 shares due to tax withholding

Insights

Financial Analyst

TL;DR: Tax-withholding from RSU vesting reduced net issuance by 54,399 shares; significant RSU holdings remain.

The reported withholding of 54,399 Class A shares at $11.47 per share reflects routine tax-satisfaction on RSU vesting rather than an open-market disposition. Including 883,657 RSUs within a total beneficial position of 1,128,108 shares signals concentrated insider compensation tied to equity-based incentives. For investors, this is a neutral governance signal: alignment via equity ownership persists, and the transaction does not indicate liquidity-driven selling pressure.

Corporate Governance Expert

TL;DR: This is a standard insider tax-withholding event from RSU vesting, not an opportunistic sale.

The Form 4 clarifies the withheld shares were used solely to meet tax obligations on RSU vesting and explicitly states the reporting person did not sell shares. High RSU counts (883,657) imply ongoing retention incentives for the CFO. From a governance perspective, such withholdings are common and maintain executive ownership levels while satisfying tax rules; they do not alter voting control disclosed in the 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

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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^*

Casey Andrew

(Last) (First) (Middle)

C/O AMPLITUDE, INC.

201 3RD STREET, 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)
	Chief Financial Officer

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)		54,399	D	$11.47	1,128,108(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 883,657 RSUs.

Remarks:

	/s/ Elizabeth Fisher, as attorney in fact for Andrew Casey	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 did Amplitude CFO Andrew Casey report on Form 4 (symbol AMPL)?

The filing reports that 54,399 Class A shares were withheld to satisfy tax withholding associated with RSU vesting; this was not a sale.

When was the transaction for the AMPL Form 4 reported?

The transaction date listed in the Form 4 is 08/15/2025.

How many shares does Andrew Casey beneficially own after the transaction?

The Form 4 reports 1,128,108 shares beneficially owned, which include 883,657 RSUs.

What price is associated with the withheld shares on the Form 4?

The filing shows a per-share amount of $11.47 associated with the 54,399 withheld shares.

Does the Form 4 indicate that the reporting person sold shares?

No. The filing explicitly states the withholding does not represent a sale by the reporting person.