Ambac Financial Group Reports Material Definitive Agreement & Acquisition

TL;DR

Ambac Financial Group just filed an 8-K for Oct 31, 2025, reporting a material agreement and asset deal.

AI Summary

On October 31, 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 creating a direct financial obligation. The filing also includes Regulation FD disclosures and financial statements.

Why It Matters

This filing indicates significant corporate actions by Ambac Financial Group, potentially impacting its financial structure, asset base, and future business operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and asset transactions, which inherently carry financial and operational risks.

Key Players & Entities

• Ambac Financial Group, Inc. (company) — Registrant
• October 31, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• One World Trade Center (location) — Principal Executive Offices Address

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share AMBC New York Stock Exchange
• $120 m — aggregate original principal amount of $120 million, consisting of (i) a $100 million
• $100 million — nt of $120 million, consisting of (i) a $100 million senior secured term loan (the "Term Loa
• $20 million — term loan (the "Term Loan") and (ii) a $20 million senior secured revolving credit facilit
• $10,000,000 — d cash and cash equivalents of at least $10,000,000 at all times. The Credit Agreement and
• $250,000,000 — s of the Closing Date was approximately $250,000,000. $100,000,000 was financed with the Ter
• $100,000,000 — ng Date was approximately $250,000,000. $100,000,000 was financed with the Term Loan, $20,00
• $20,000,000 — 00,000 was financed with the Term Loan, $20,000,000 was drawn under the Revolving Facility

Filing Documents

• ambc-20251031.htm (8-K) — 56KB
• a04-0883q258xkex101.htm (EX-10.1) — 1455KB
• a04-0883q258xkex991.htm (EX-99.1) — 13KB
• image_0.jpg (GRAPHIC) — 7KB
• image_0a.jpg (GRAPHIC) — 11KB
• 0001628280-25-047943.txt ( ) — 1941KB
• ambc-20251031.xsd (EX-101.SCH) — 2KB
• ambc-20251031_def.xml (EX-101.DEF) — 14KB
• ambc-20251031_lab.xml (EX-101.LAB) — 25KB
• ambc-20251031_pre.xml (EX-101.PRE) — 15KB
• ambc-20251031_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On October 31, 2025 , Cirrata Group LLC, a Delaware limited liability company ("Cirrata Group"), Cirrata V LLC, a Delaware limited liability company ("Cirrata V"), Cirrata V UK Limited, a private limited company incorporated in England and Wales with company number 15854655 ("Cirrata UK"), Cirrata VI, LLC, a Delaware limited liability company ("Cirrata VI"), and upon closing of the acquisition described below, ArmadaCorp Capital, LLC, a Maryland limited liability company ("ArmadaCorp"), ArmadaCare, LLC, a Maryland limited liability company ("ArmadaCare") and Armada Administrators LLC, a Maryland limited liability company ("Armada Administrators", together with Cirrata Group, Cirrata V, Cirrata UK, Cirrata VI, ArmadaCorp and ArmadaCare, the "Borrowers"), entered into a Credit Agreement (the "Credit Agreement") with the lenders from time to time party thereto (the "Lenders"), and Truist Bank, as administrative agent (in such capacity, the "Administrative Agent"), issuing bank and swingline lender. The Credit Agreement provides for senior secured credit facilities in an aggregate original principal amount of $120 million, consisting of (i) a $100 million senior secured term loan (the "Term Loan") and (ii) a $20 million senior secured revolving credit facility (the "Revolving Facility"), which includes customary letter of credit and swingline sub-facilities. The Borrowers' obligations under the Credit Agreement are guaranteed by (i) certain of their domestic and foreign subsidiaries (collectively, the "Guarantors") and (ii) Ambac Financial Group, Inc., a Delaware corporation (the "Company"). In support of its guarantee, the Company is required to maintain unrestricted cash and cash equivalents of at least $10,000,000 at all times. The Credit Agreement and related collateral documents grant the Administrative Agent, for the benefit of the Secured Parties, a first-priority security interest in (i) substantially all o

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On October 31, 2025 , (the " Closing Date "), the Company and its wholly owned subsidiary, Cirrata VI, completed the previously announced acquisition of all of the issued and outstanding limited liability company interests of ArmadaCorp Capital, LLC, a wholly owned subsidiary of Sirius Acquisitions Holding Company (the "ArmadaCorp Acquisition"), pursuant to and upon the terms and subject to the conditions set forth in, the Membership Interest Purchase Agreement (the "Acquisition Agreement"), dated as of September 29, 2025, by and between the Company, Cirrata VI, Sirius Re Holdings, Inc. ("Seller Parent") and Sirius Acquisitions Holding Company (the "Seller"). Total consideration as of the Closing Date was approximately $250,000,000. $100,000,000 was financed with the Term Loan, $20,000,000 was drawn under the Revolving Facility and the remaining purchase price was paid with cash on hand. The description of the ArmadaCorp Acquisition and the Acquisition Agreement in this report is qualified in its entirety by reference to the full text of the Acquisition Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

02. Creation of a Direct Financial Obligation

Item 2.02. Creation of a Direct Financial Obligation. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 3, 2025, the Company issued a press release regarding the ArmadaCorp Acquisition and Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless specifically identified therein as being incorporated therein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (a) Financial Statements of Business Acquired. The financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information. The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K: 2 EXHIBIT INDEX Incorporated by Reference Exhibit Number Exhibit Description Form Filing Date Exhibit Number Filed Herewith 10.1 Credit Agreement, dated as of October 31, 2025, by and among Cirrata Group LLC, Cirrata V LLC, Cirrata V UK Limited, Cirrata VI, LLC, ArmadaCorp Capital, LLC, ArmadaCare, LLC, Armada Administrators LLC, the several banks and other financial institutions and lenders from time to time party thereto, and Truist Bank.* X 10.2 Membership Interest Purchase Agreement, dated September 29, 2025, by and among Sirius Acquisitions Holding Company, Cirrata VI, LLC, Sirius Re Holdings, Inc., and Ambac Financial Group, Inc.* 8-K 9/29/2025 10.1 99.1 Press Release dated November 3, 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 Interacti

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: November 3, 2025 By: /s/ William J. White William J. White First Vice President, Secretary and Assistant General Counsel 3

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View this 8-K filing on SEC EDGAR