03/04/2026 | Press release | Distributed by Public on 03/04/2026 16:36
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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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $41.36 | 03/02/2026 | M | 50,000 | (8) | 03/06/2026(8) | Ordinary Shares | 50,000 | $ 0 | 0 | D | ||||
| Performance Stock Units | (9) | 03/02/2026 | A | 53,203 | (10) | 03/15/2029(10) | Ordinary Shares | 53,203 | $ 0 | 53,203 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wang Feng-Ming 3001 TASMAN DRIVE SANTA CLARA, CA 95054 |
X | CEO | ||
| By: /s/ Michael Morehead, Attorney-in-Fact For: Feng-Ming Wang | 03/04/2026 | |
| **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) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on October 8, 2025. |
| (2) | The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $56.79 to $$57.7899 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
| (3) | The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $58.16 to $$59.1599 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
| (4) | The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $59.16 to $$60.1599 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
| (5) | The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $60.21 to $$61.2099 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
| (6) | The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $61.22 to $$62.2199 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
| (7) | The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2026. |
| (8) | The shares vest at the rate of 1/42 per month commencing on March 15, 2016. |
| (9) | Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares. |
| (10) | Reporting person was granted an award of performance-based RSUs covering a target number of ordinary shares (the "Target RSU Number"). Pursuant to time-based vesting requirements, 100% of the Target RSU Number is scheduled to vest on March 15, 2029, subject to continued service requirements through such date. In addition, the number of shares subject to the RSUs may be decreased by up to 100% or increased by up to 150% of the Target RSU Number or may remain the same, based on the Company's total shareholder return and revenue growth rate over the period of February 1, 2026 through January 31, 2029. |