ambc-20250408

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



			SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)

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AMBAC FINANCIAL GROUP, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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			2025 NOTICE OF ANNUAL
			MEETING OF STOCKHOLDERS &
			PROXY STATEMENT


			Ambac Financial Group, Inc. One World Trade Center New York, NY 10007 Tel: 212.658.7470

April 11, 2025

To Our Fellow Stockholders:

It is our pleasure to invite you to our 2025 Annual Meeting of Stockholders to be held on May 28, 2025 at 11:00 a.m. (Eastern). The meeting will be conducted in a virtual only format. Stockholders can participate from any geographic location with Internet connectivity. We believe this format allows for maximum stockholder participation. Stockholders may view a live webcast of the Annual Meeting and submit questions digitally during the meeting at www.virtualshareholdermeeting.com/AMBC2025. Please refer to the General Information - Participating in the Annual Meeting section of the Proxy Statement for more details.

We are taking advantage of the Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to stockholders via the internet. This electronic process gives you fast, convenient access to the materials, reduces the impact on the environment and reduces our printing and mailing costs. If you received a Notice Regarding the Availability of Proxy Materials (“Internet Notice”) by mail, you will not receive a printed copy of the proxy materials unless you specifically request them. The Internet Notice instructs you on how to access and review all of the important information contained in this Proxy Statement, as well as how to submit your proxy over the internet. If you want more information, please see the General Information section of this Proxy Statement or visit the Annual Meeting of Stockholders section of our Investor Relations website at http://ir.ambac.com.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet or by phone or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. Please review the instructions on each of your voting options described in this Proxy Statement, as well as in the Internet Notice you received in the mail.

Thank you for your interest in Ambac.

Sincerely,

Jeffrey S. Stein

Chairman

Claude LeBlanc

President and Chief Executive Officer

AMBAC FINANCIAL GROUP, INC.

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS

Time and Date

11:00 a.m. (Eastern) on May 28, 2025

Place

The 2025 Annual Meeting of Stockholders will be conducted in a virtual format at www.virtualshareholdermeeting.com/AMBC2025.* Stockholders of record will be able to vote and ask questions during the meeting through the online platform.

Items of Business

(1)

To elect seven members of the Board of Directors named in this proxy statement to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified.

(2)

To approve, on an advisory basis, the compensation of our named executive officers.

(3)

To ratify the appointment of KPMG LLP as Ambac’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

(4)

To vote, on an advisory basis, on the frequency of future advisory votes to approve executive compensation.

Adjournments and Postponements

Any action on the items of business described above will be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date

You are entitled to vote only if you were an Ambac stockholder as of the close of business on April 3, 2025 (Record Date). You will need proof of ownership of our common stock to enter the meeting.

Voting

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice Regarding the Availability of Proxy Materials (“Internet Notice”) you received in the mail, the section titled “General Information - Information About the Annual Meeting and Voting” in this Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy or voting instruction card.

By order of the Board of Directors,

William J. White

Corporate Secretary

* Stockholders can participate from any geographic location with Internet connectivity. We believe this format allows for maximum stockholder participation. Stockholders may view a live audio webcast of the Annual Meeting and submit questions digitally during the meeting at www.virtualshareholdermeeting.com/AMBC2025. Please refer to the General Information - participating in the Annual Meeting section of the Proxy Statement for more details.

This notice of Annual Meeting and Proxy Statement and form of proxy are being distributed and made available on or about April 11, 2025.


Table of Contents
PROXY STATEMENT SUMMARY	1	Board Effectiveness	27
Performance Against Compensation Metrics	2	Corporate Governance Guidelines	28
Response to 2024 Say on Pay Vote and Stockholder Outreach	5	Code of Business Conduct and Ethics	28
Key Features of Our Executive Compensation Program	5	Board Compensation Arrangements for Non-Employee Directors	29
CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY	6	COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	31
Business Model	6	EXECUTIVE COMPENSATION	33
Corporate Governance	7	Executive Officers	33
Sustainability	8	Compensation Discussion and Analysis	35
Climate Change Risk	9	Compensation Committee Report	55
Data Security and Privacy	9	2024 Summary Compensation Table	56
Work Culture	9	Grants of Plan-Based Awards in 2024	57
Training, Development and Well-Being of Employees	10	Agreement with Claude LeBlanc	58
Philanthropy	10	Agreements with Other Executive Officers	59
GENERAL INFORMATION	11	Outstanding Equity Awards at 2024 Fiscal Year-End	62
INCORPORATION BY REFERENCE	18	Stock Vested in 2024	63
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	19	Potential Payments Upon Termination or Change-in-Control	64
Board of Directors	19	Pay Ratio Disclosure	66
Board Leadership Structure	23	Pay Versus Performance	67
Board Committees	23	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	71
Board’s Role in Risk Oversight	25	THE AUDIT COMMITTEE REPORT	72
Director Independence	26	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	73
Compensation Committee Interlocks and Insider Participation	26	PROPOSAL NUMBER 1	76
Consideration of Director Nominees	26	PROPOSAL NUMBER 2	77
Executive Sessions	27	PROPOSAL NUMBER 3	78
Outside Advisors	27	PROPOSAL NUMBER 4	79
		Appendix A	80


Ambac Financial Group, Inc. \| i \| 2025 Proxy Statement

PROXY STATEMENT SUMMARY

Below are the highlights of important information you will find in this Proxy Statement for Ambac Financial Group, Inc. ("Ambac" or the "Company") and its subsidiaries. As it is only a summary, please review the complete Proxy Statement before you vote.


Ambac Financial Group Fiscal Year 2024 Highlights

Performance Highlights:

The following events summarize our performance highlights for fiscal year 2024:



l	2024 was a pivotal year marked by the execution of two transformational transactions for Ambac:
	¡	First we advanced our transformation by executing an agreement to sell our Legacy Financial Guarantee business to Oaktree Capital Management, L.P. ("Oaktree") for $420 million. A pivotal move positioning the Company for long-term growth.
	¡	Second, we acquired a majority stake in Beat Capital Partners, a London based incubator of managing general agencies and underwriting franchises ("MGAs") that gives our distribution business a global footprint. Combined, these two deals will revolutionize our go-forward business.
l	Increased Specialty Property and Casualty Insurance premium by 74% for the year to $876 million.
	¡	Specialty Property and Casualty Insurance production includes gross premiums written by Ambac's Specialty Property and Casualty Insurance segment ("Everspan") and premiums placed by the Insurance Distribution segment ("Cirrata").
l	Increased Everspan gross premiums written to $382 million in 2024, a 40% increase from 2023
	¡	Total net earned premiums and program fees of $112.5 million
	¡	Combined Ratio for 2024 of 101.6%, a significant reduction from 106.5% in 2023 (factoring in both underwriting results and expense management)
	¡	Diversified MGA program partners, at year-end Everspan had 27 programs, up from 23 a year ago, and added eight new underwritten programs in 2024, including seven new MGAs
	¡	Everspan's programs spanned a wide range of business classes, including commercial auto, excess liability, workers compensation and general liability, among others.
l	Total revenue for Cirrata grew to $99 million for the year, an increase of 93% over the prior year.
	¡	Increased premiums placed by Cirrata to $493 million, which was a 114% increase from 2023.
	¡	Launched 4 new MGAs since the acquisition of Beat Capital, in addition to 2 new launches Beat started pre-acquisition.
	¡	Cirrata acquired and onboarded two companies over the last 12 months and now operates six entities across various classes of business, including specialty commercial auto, professional liability, inland marine, employer stop loss and affinity accident & health ("A&H") programs.
	¡	Adjusted EBITDA to Ambac common stockholders of $13 million is up 43% for full year 2024. The full year figure includes only 5 months of consolidated Beat results. See Appendix A for a reconciliation of Adjusted EBITDA to net income, the closest GAAP measure.
	¡	Cirrata's EBITDA margin, driven primarily by strong margins at AllTrans, exceeded 51%.
l	Total revenue from continuing operations increased 89% for the year to $236 million.
l	Reduced Gross Operating Run Rate Expense in the fourth quarter of 2024 to $13.9 million as a result staff reductions supporting the legacy financial business, as well as other reductions in non-compensation operating expenses.

1 Cirrata EBITDA margin performance measure represents EBITDA as a percentage of net commissions.


Ambac Financial Group, Inc. \| 1 \| 2025 Proxy Statement

Performance Against Compensation Metrics

Performance Against 2024 Short Term Incentive Plan Metrics. For the 2024 fiscal year, we established the following goals for each of our Short Term Incentive Plan ("STIP") financial performance metrics and assigned weighting factors as follows:


	Weighting Factor	Threshold	Target	Maximum	Actual Performance
Earned premium and program fees at Everspan(1) ($ in millions)	28.6%	$28	$31	$34	$22.9
Number of underwritten programs at Everspan	7.1%	6	8	10	8
Number of new MGAs and other program business with at least $5 million of annualized gross written premium added at Cirrata	14.3%	4	6	8	13
EBITDA margin at Cirrata	21.4%	35%	45%	50%	51.5%
Net Par Outstanding ($ in billions)	14.3%	$17.8	$17.4	$16.8	$—
Gross Operating Run Rate Expenses ($ in millions)	14.3%	$15.1	$14.6	$14.2	$13.9


Earned Premiums and Program Fees at Everspan (1)			Number of Underwritten Programs at Everspan
($ in Millions)			(# Programs)

Threshold

Target

Maximum

------

Actual

(1)Earned Premiums and Program Fees are measured by comparing the fourth quarter of a fiscal year to performance goals established against budgeted amounts.


Ambac Financial Group, Inc. \| 2 \| 2025 Proxy Statement


Number of new MGAs and Other Program business at Cirrata			EBITDA Margin at Cirrata
(# Programs)


Net Par Outstanding (1)			Gross Operating Run Rate Expenses (2)
($ in Billions)			($ in Millions)

Threshold

Target

Maximum

------

Actual

(1)Reductions in Net Par Outstanding as of December 31, 2024 under the STIP were measured against Net Par Outstanding as of January 1, 2024; however, the Compensation Committee exercised its discretion by taking into consideration that the agreement related to sale of Ambac Assurance Corporation ("AAC") limited management's ability to reduce net par outstanding pending the close. See the Compensation Discussion & Analysis, page 48, for additional discussion of how the Committee considered performance against the Net Par Outstanding metrics.

(2)Gross Operating Run Rate Expenses is measured by comparing actual gross operating run rate expenses for the fourth quarter of a fiscal year to performance goals established against budgeted amounts.


Ambac Financial Group, Inc. \| 3 \| 2025 Proxy Statement

Performance against 2021 - 2023 LTIP metrics. In 2021, the Compensation Committee established the Long Term Incentive Plan ("LTIP") performance metrics to align management's goals with certain key drivers of shareholder value: risk reduction, and managing the event driven nature of Ambac's business. Performance stock unit ("PSU") awards granted in 2021 were measured based on performance with respect to (i) reductions in Watch List and Adversely Classified Credits ("WLACC") weighted at 75% at AAC and (ii) achieving certain EBITDA goals at Xchange Benefits weighted at 25%. While the payout of PSUs granted in 2021 would not settle for a three year period and be subject to the relative Total Shareholder Return ("rTSR") modifier, the measurement period for determining the achievement of goals against the pre-set metrics was set at two years (based on stockholder feedback, this performance measurement period was changed from two years to three years in all subsequent periods). All Ambac LTIP awards for our executive officers are paid in Ambac common stock at the end of a settlement period.


Payout Goals	Cumulative Xchange EBITDA (1) ($ in millions)	Percentage of Cumulative Xchange EBITDA Award Earned	Watch List & Adversely Classified Credits Outstanding (1) ($ in billions)	Percentage of Target Award Earned
Maximum	$17.1	200%	$9.135	200%
Target	$13.7	100%	$9.735	100%
Minimum	$10.3

SEC Form DEF 14A filed by Ambac Financial Group Inc.