Form 4: Ambac CFO's Equity Vesting Post-Change of Control
Insider Transaction Report
Ambac Financial Group's CFO, David Trick, reported significant equity transactions, including vesting of deferred and performance share units, following a change of control event.
Summary
- David Trick, Executive VP, CFO & Treasurer of Ambac Financial Group Inc. (AMBC), reported changes in beneficial ownership of common stock.
- On September 29, 2025, 165,361 Deferred Share Units (DSUs) vested and settled due to a change of control triggered by the sale of Ambac Assurance Corporation to an entity managed by Oaktree Capital Management, L.P.
- Following the DSU settlement, 55,727 shares were withheld by the company at a price of $9.72 per share to satisfy tax withholding obligations, resulting in 265,716 shares beneficially owned.
- On September 30, 2025, the Compensation Committee approved the acceleration of 2023 and 2024 Performance Stock Unit (PSU) awards in connection with the same change of control.
- 42,515 shares of common stock were acquired upon the simultaneous vesting and settlement of these PSU awards.
- Subsequently, 16,420 shares were withheld by the company at a price of $8.34 per share for tax withholding obligations, leaving 291,811 shares beneficially owned.
- Additionally, 46,556 PSUs were converted into an equivalent number of DSUs under the Company's Executive Stock Deferral Plan, with a beneficial ownership of 46,556 derivative DSUs.
Sentiment
Score: 5
Explanation: The filing is a factual report of insider transactions and does not inherently convey positive or negative sentiment regarding the company's operational or financial performance. It reflects the realization of executive compensation following a corporate event.
Positives
- The CFO's Deferred Share Units (DSUs) and Performance Stock Unit (PSU) awards vested and settled, allowing for the realization of equity value.
- The acceleration of 2023 and 2024 PSU awards indicates a positive outcome for the executive in connection with the change of control.
Negatives
- A significant number of shares were withheld by the company to cover tax withholding obligations (55,727 shares at $9.72 and 16,420 shares at $8.34), reducing the net shares received by the reporting person.
Future Outlook
The filing does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.
Industry Context
This filing reports an insider transaction related to executive compensation and a change of control event, which is a company-specific matter and does not directly reflect broader industry trends.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Committee Action | The Compensation Committee of the Board of Directors approved the acceleration of the Reporting Person's 2023 and 2024 Performance Stock Unit awards. | 09/30/2025 | This action facilitated the vesting and settlement of executive equity awards in connection with a change of control, aligning executive incentives with the corporate transaction. |
Stakeholder Impact
- Shareholders: The vesting and settlement of executive equity awards, particularly following a change of control, can be viewed as a normal part of executive compensation structures. The sale of Ambac Assurance Corporation to Oaktree Capital Management, L.P. is a significant corporate event that triggered these equity actions, which could have broader implications for the company's strategic direction and valuation.
Key Dates
| Date | Description |
|---|---|
| 09/29/2025 | Date of DSU vesting and settlement, and related tax withholding. |
| 09/30/2025 | Date of Compensation Committee approval for PSU acceleration, PSU vesting and settlement, related tax withholding, and conversion of PSUs to DSUs. |
| 10/01/2025 | Signature date of the reporting person's attorney-in-fact. |
Keywords
Ambac, AMBC, Form 4, Insider Trading, Equity Awards, CFO, Change of Control, Deferred Share Units, Performance Stock Units, Executive Compensation
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