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    SEC Form 8-K filed by Ambarella Inc.

    8/28/25 4:44:25 PM ET
    $AMBA
    Semiconductors
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    8-K
    false 0001280263 0001280263 2025-08-28 2025-08-28
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    August 28, 2025

    Date of Report (date of earliest event reported)

     

     

    AMBARELLA, INC.

    (Exact name of Registrant as specified in its charter)

     

     

     

    Cayman Islands   001-35667   98-0459628

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (I. R. S. Employer

    Identification No.)

    3101 Jay Street

    Santa Clara, CA 95054

    (Address of principal executive offices)

    Registrant’s telephone number, including area code: (408) 734-8888

    N/A

    (Former name or former address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading

    Symbol(s)

     

    Name of each exchange

    on which registered

    Ordinary Shares, $0.00045 par value   AMBA   The Nasdaq Global Select Market

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 2.02

    Results of Operations and Financial Condition

    On August 28, 2025, Ambarella, Inc. issued a press release announcing its financial results for the second quarter of fiscal year 2026 ended July 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

    The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

     

    Item 9.01

    Financial Statements and Exhibits

    (d) Exhibits

     

    99.1    Press Release dated August 28, 2025
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


    Signature

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Dated: August 28, 2025     Ambarella, Inc.
            

    /s/ John A. Young

          Chief Financial Officer
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