Ambac Financial Group Files 8-K with Key Corporate Updates

TL;DR

Ambac Financial Group dropped an 8-K on 9/29 detailing a new deal, asset changes, and stock sales.

AI Summary

On September 29, 2025, Ambac Financial Group, Inc. filed an 8-K report detailing several material events. These include entering into a definitive agreement, completing an acquisition or disposition of assets, and reporting unregistered sales of equity securities. The filing also contains Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by Ambac Financial Group, potentially impacting its business structure, financial position, and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, asset transactions, and unregistered equity sales, which can carry inherent risks and require further investigation.

Key Players & Entities

• Ambac Financial Group, Inc. (company) — Registrant
• September 29, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of incorporation
• 1-10777 (identifier) — Commission file number
• 13-3621676 (identifier) — I.R.S. employer identification no.
• One World Trade Center (location) — Address of principal executive offices
• New York (location) — City of principal executive offices
• 10007 (zip_code) — ZIP code of principal executive offices
• 212-658-7470 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share AMBC New York Stock Exchange
• $0 — 2,707 shares of common stock, par value $0.01, per share of the Company (the "Warr
• $70 million — the Letter Agreement)) will not exceed $70 million in the aggregate . The Warrant was, and
• $2.50 — nding shares of common stock, par value $2.50 per share, of Ambac Assurance Corporati
• $420,000,000 — he Company (the "AAC Transaction"), for $420,000,000 in cash, subject to certain adjustments

Filing Documents

• ambc-20250929.htm (8-K) — 60KB
• a04-0843q258xkex41.htm (EX-4.1) — 129KB
• a04-0843q258xkex101.htm (EX-10.1) — 115KB
• a04-0843q258xkex991.htm (EX-99.1) — 8KB
• image_0.jpg (GRAPHIC) — 63KB
• 0001628280-25-043087.txt ( ) — 592KB
• ambc-20250929.xsd (EX-101.SCH) — 2KB
• ambc-20250929_def.xml (EX-101.DEF) — 14KB
• ambc-20250929_lab.xml (EX-101.LAB) — 25KB
• ambc-20250929_pre.xml (EX-101.PRE) — 15KB
• ambc-20250929_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Investor Rights Agreement On September 29, 2025 , in connection with the completion of the AAC Transaction (as defined below), Ambac Financial Group, Inc., a Delaware corporation (the "Company") and American Acorn Holdings, LLC, a Delaware limited liability company owned by funds managed by Oaktree Capital Management, L.P. (the "Investor") entered into an Investor Rights Agreement (the "Investor Rights Agreement"). Certain terms of the Investor Rights Agreement were amended by the Letter Agreement , dated as of July 3, 2025 (the "Letter Agreement"), by and between the Company and American Acorn Corporation, a Delaware corporation ("Acorn"). The Investor Rights Agreement provides for, among other things, (i) the grant of limited shelf registration rights related to the Warrant Shares (as defined below), unless the Investor owns less than 25% of the Warrants (as defined below) and the Warrant Shares or after a Fall-Away Event (as defined in the Investor Rights Agreement), the Warrant Shares are eligible to be sold by the Investor pursuant to Rule 144 under the Securities Act of 1933, as amended (the " Securities Act ") without any limitations as to volume or manner of sale and piggyback registration rights, (ii) a standstill restriction on the Investor that prohibits certain actions by the Investor without the prior written approval of the Company and (iii) confidentiality and indemnification obligations. The description of the Investor Rights Agreement in this report is qualified in its entirety by reference to the full text of the Investor Rights Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and the Letter Agreement, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 7, 2025, each of which is incorporated by reference herein. Warrant On September 29, 2025 , in connection with the consummation of the AAC Transaction, the Company issued

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On September 29, 2025 , the Company completed its previously announced sale to Acorn of all of the issued and outstanding shares of common stock, par value $2.50 per share, of Ambac Assurance Corporation, a Wisconsin stock insurance company and wholly owned subsidiary of the Company (the "AAC Transaction"), for $420,000,000 in cash, subject to certain adjustments, pursuant to and upon the terms and subject to the conditions set forth in, the stock purchase agreement, dated as of June 3, 2024, as amended by the First Amendment, dated as of July 3, 2025 (together, the "AAC Sale Agreement"), by and between the Company and Acorn. The description of the AAC Sale Agreement in this report is qualified in its entirety by reference to the full text of the AAC Sale Agreement, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K/A on June 5, 2024, and the First Amendment to the AAC Sale Agreement, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K on July 7, 2025, each of which is incorporated by reference herein.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. 1 The information contained in Item 1.01 relating to the issuance of the Warrant is incorporated by reference into this Item 3.02.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 29, 2025 , the Company issued a press release to announce the closing of the AAC Transaction, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein. The information furnished pursuant to this Item 7.01, 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 under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K EXHIBIT INDEX Incorporated by Reference Exhibit Number Exhibit Description Form Filing Date Exhibit Number Filed Herewith 2.1 Stock Purchase Agreement, by and between Ambac Financial Group, Inc. and American Acorn Corporation, dated as of June 4, 2024. 8-K/A 6/5/2024 2.1 2.2 First Amendment to the Stock Purchase Agreement, by and between Ambac Financial Group, Inc. and American Acorn Corporation, dated as of July 3, 2025 8-K 7/7/2025 2.1 4.1 Warrant Agreement, by and between Ambac Financial Group, Inc. and American Acorn Holdings, LLC , dated as of September 2 9 , 2025. X 10.1 Investor Rights Agreement, by and between Ambac Financial Group, Inc. and American Acorn Holdin gs, LLC , dated as of September 2 9 , 202 5. X 10.2 Letter Agreement, by and between Ambac Financial Group, Inc. and American Acorn Corporation, dated as of July 3, 2025. 8-K 7/7/2025 10.1 99.1 Press Release dated September 2 9 , 2025. X 101.INS XBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB XBRL Taxonomy Extension Label Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. 104 Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags or embedded within the Inline XBRL document 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Ambac Financial Group, Inc. (Registrant) Dated: September 29, 2025 By: /s/ William J. White William J. White First Vice President, Secretary and Assistant General Counsel 3

View Full Filing

View this 8-K filing on SEC EDGAR