Ambac Financial Group Inc.

10/01/2025 | Press release | Distributed by Public on 10/01/2025 14:58

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
LeBlanc Claude
2. Issuer Name and Ticker or Trading Symbol
AMBAC FINANCIAL GROUP INC [AMBC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
AMBAC FINANCIAL GROUP, INC., ONE WORLD TRADE CENTER, 41ST FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025
(Street)
NEW YORK, NY 10007
4. If Amendment, Date 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
(City) (State) (Zip)
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 09/29/2025 C 661,355(1) A $ 0 1,264,646 D
Common Stock 09/29/2025 F 350,188(2) D $9.72 914,458 D
Common Stock 09/30/2025 M 193,353(3) A $ 0 1,107,811 D
Common Stock 09/30/2025 F 111,034(4) D $8.34 996,777 D
Common Stock 10/01/2025 P 25,000 A $8.54 1,021,777 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Share Units (5) 09/29/2025 C 661,355 (1) (1) Common Stock 661,355 $ 0 0 D
Deferred Share Units (5) 09/30/2025 A 174,961 (6) (6) Common Stock 174,961 $ 0 174,961 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LeBlanc Claude
AMBAC FINANCIAL GROUP, INC.
ONE WORLD TRADE CENTER, 41ST FLOOR
NEW YORK, NY 10007
X Chief Executive Officer

Signatures

William White, attorney-in-fact 10/01/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Upon the closing of the sale of Ambac Assurance Corporation by Ambac Financial Group to an entity owned by funds managed by Oaktree Capital Management, L.P., a change of control was triggered causing the Reporting Person's Deferred Share Units ("DSUs") to vest and settle.
(2) Represents the amount of DSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.
(3) On September 30, 2025 the Compensation Committee of the Board of Directors of Ambac Financial Group approved the acceleration of the Reporting Person's 2023 and 2024 Performance Stock Unit ("PSUs") awards in connection with the change of control referred to in footnote 1. The reporting person acquired shares of common stock of Ambac Financial Group, Inc. (the "Company") upon the simultaneous vesting and settlement of the reporting person's 2023 and 2024 Long Term Incentive Plan PSU awards.
(4) Represents the aggregate amount of PSUs that were converted into shares of common stock and withheld by the Company to satisfy certain tax withholding obligations.
(5) Each DSU represents a contingent right to receive one share of common stock of the Company.
(6) Represents the aggregate amount of performance stock units ("PSUs") that were converted into an equivalent number of DSUs pursuant to the Company's Executive Stock Deferral Plan, which was designed to enable participants to elect to defer the settlement and income taxation of PSU and restricted stock unit awards in accordance with Section 409A of the Internal Revenue Code of 1986, as amended.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Ambac Financial Group Inc. published this content on October 01, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 01, 2025 at 20:58 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]