03/19/2026 | Press release | Distributed by Public on 03/19/2026 16:42
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (1) | 03/17/2026 | M | 4,651 | (3) | 03/15/2026(3) | Ordinary Shares | 4,651 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Chen Yun-Lung 3001 TASMAN DRIVE SANTA CLARA, CA 95054 |
VP, Business Development and M | |||
| By: /s/ Michael Morehead, Attorney-in-Fact For: Yun-Lung Chen | 03/19/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares. |
| (2) | Represents an award of fully-vested restricted stock units (RSUs) issued to reporting person as payment of reporting person's annual bonus under the company's previously established Fiscal Year 2026 Annual Bonus Plan. Each restricted stock unit represents a contingent right to receive one Ordinary Share. |
| (3) | On April 3, 2023, reporting person was granted a performance-based RSU award covering a target number of ordinary shares (the "Target RSU Number"). Pursuant to time-based vesting requirements, the award would vest in full on March 15, 2026. In addition, the number of shares subject to the award could be decreased by up to 100% or increased by up to 150% of the Target RSU Number, based on attainment of specified levels of the Company's total stockholder return and revenue growth over the period of February 1, 2023 through January 31, 2026 (the "TSR Period"). As a result of the Company's performance over the TSR Period, the number of shares that vested was 100% of the Target RSU Number. |