[Form 4] Amplitude, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Curtis Liu, listed as Chief Technology Officer, director and a >10% owner of Amplitude, Inc. (AMPL), had 34,301 shares of Class A common stock withheld on 08/15/2025 to satisfy tax-withholding obligations arising from the net issuance of vested restricted stock units (RSUs). The transaction price shown is $11.47 per share and does not represent a sale by the reporting person. Following the withholding, the reporting person beneficially owns 793,044 shares in total, which includes 710,732 RSUs. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 08/19/2025.

Insights

Financial Analyst

TL;DR: Withholding of shares for tax from RSU vesting is routine and non-dilutive to market liquidity.

The reported withholding of 34,301 shares at $11.47 to cover tax on RSU vesting is an administrative, not a monetization, event; the filing explicitly states this was not a sale. The reporting person remains a substantial holder with 793,044 beneficial shares including 710,732 RSUs, indicating continued equity alignment with shareholders. This disclosure has limited near-term market impact since withheld shares typically reduce net new shares issued to the insider rather than increase trading supply.

Corporate Governance Expert

TL;DR: The transaction aligns with standard executive compensation practices and shows proper disclosure under Section 16 rules.

The Form 4 records tax-withholding tied to RSU vesting, a common occurrence following awards becoming vested. The form identifies the reporting person as CTO, director and >10% owner, and includes the required detail on amounts and ownership post-transaction. From a governance perspective, the record demonstrates compliance with insider reporting obligations and transparency about outstanding equity awards.

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 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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology 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)		34,301	D	$11.47	793,044(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 710,732 RSUs.

Remarks:

	/s/ Elizabeth Fisher, as attorney in fact for Liu Curtis	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 Curtis Liu report on the Form 4 for Amplitude (AMPL)?

The Form 4 reports 34,301 Class A shares withheld on 08/15/2025 to satisfy tax withholding from RSU vesting; it was signed on 08/19/2025.

Was the reported transaction a sale of AMPL shares?

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

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

The reporting person beneficially owns 793,044 shares following the reported transaction, which includes 710,732 RSUs.

What price is listed for the withheld AMPL shares?

The transaction lists a price of $11.47 per share for the withheld Class A common stock.

What roles does the reporting person hold at Amplitude?

The form identifies Curtis Liu as Chief Technology Officer, a director, and a >10% owner of Amplitude.