AMPX Form 4: Sandra Wallach Sells Shares for RSU Tax Withholding

Rhea-AI Filing Summary

Insider sale tied to RSU vesting: Sandra Wallach, Chief Financial Officer of Amprius Technologies, sold 28,390 shares on 08/21/2025 under non-discretionary sell-to-cover arrangements to satisfy tax withholding for vested restricted stock units. The reported average execution price was $6.8162, with transaction prices ranging from $6.78 to $6.91. After the sale, Wallach beneficially owns 1,005,275 shares, which includes 803,914 restricted stock units that remain subject to vesting conditions. The filing is a routine Section 16 disclosure showing a tax-driven disposition rather than an open-market sell decision.

Positive

• Transaction was executed under non-discretionary sell-to-cover arrangements, indicating the sale was for tax withholding rather than an opportunistic insider sale
• Clear disclosure of average execution price ($6.8162) and price range ($6.78–$6.91), with an undertaking to provide detailed execution breakdown on request

Negative

• CFO disposed of 28,390 shares, which may reduce immediate insider-held free-float by that amount
• Large portion of reported holdings (803,914 RSUs) remain contingent on vesting, so beneficial ownership count includes unvested units

Insights

Securities Analyst

TL;DR: CFO sold shares through mandated sell-to-cover tied to RSU vesting; transaction appears administrative, not a discretionary liquidation.

The Form 4 reports a 08/21/2025 disposition of 28,390 common shares at an average price of $6.8162 under non-discretionary sell-to-cover arrangements for tax withholding on vested RSUs. The reporting person still beneficially owns 1,005,275 shares, including 803,914 RSUs subject to vesting. This pattern is consistent with routine tax-related sales and is not accompanied by other transactions or amendments that would suggest a change in insider conviction. Reporting is specific and includes price range disclosure.

Corporate Governance Specialist

TL;DR: Disclosure is clear and compliant; sale was authorized by issuer for withholding and does not indicate unusual governance concerns.

The filing identifies the seller as the CFO and specifies that the sale satisfied tax withholding obligations following RSU vesting. The filing includes an explicit explanation of the sell-to-cover mechanism and commits to provide granular execution details on request. The retained position (1,005,275 shares, including 803,914 RSUs) remains substantial and the transaction is described as administrative in nature. No additional governance or related-party items are disclosed.

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
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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^*

Wallach Sandra

(Last) (First) (Middle)

C/O AMPRIUS TECHNOLOGIES, INC.,

1180 PAGE AVENUE

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Amprius Technologies, Inc. [ AMPX ]

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)
08/21/2025

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
Common stock	08/21/2025		S(1)		28,390	D	$6.8162(2)	1,005,275(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. This transaction was effected pursuant to non-discretionary, sell-to-cover arrangements mandated by the issuer to fund tax withholding obligations in connection with the vesting of restricted stock units.

2. The price reported in Column 4 is an average execution price. These shares were sold in multiple transactions at prices ranging from $6.78 to $6.91, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. Includes 803,914 restricted stock units, each of which represents a contingent right to receive one share of the issuer's common stock, subject to the applicable vesting schedule and conditions of each restricted stock unit.

Remarks:

	/s/ Sandra Wallach	08/25/2025
	** 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 Amprius (AMPX) insider Sandra Wallach report on Form 4?

She reported a sale of 28,390 common shares on 08/21/2025 under non-discretionary sell-to-cover arrangements to satisfy tax withholding from vested RSUs.

At what price were the shares sold?

The filing reports an average execution price of $6.8162, with actual trade prices ranging from $6.78 to $6.91.

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

After the reported transaction, Sandra Wallach beneficially owns 1,005,275 shares, which includes 803,914 restricted stock units that remain subject to vesting conditions.

Was this an open-market discretionary sale?

No. The sale was executed pursuant to non-discretionary sell-to-cover arrangements mandated by the issuer to fund tax withholding obligations related to RSU vesting.

Will more detail on the trades be provided?

Yes. The reporting person undertakes to provide, upon request, full information regarding the number of shares sold at each separate price within the reported range.