DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

Ambarella, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

AMBARELLA, INC.

3001 TASMAN DRIVE

SANTA CLARA, CA 95054

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On June 26, 2026

Dear Shareholder:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Ambarella, Inc., a Cayman Islands company, will be held on Friday, June 26, 2026, at 9:00 a.m. Pacific Time at 3001 Tasman Drive, Santa Clara, CA 95054. The agenda for the meeting is as follows:

MEETING AGENDA


Proposal No.	Proposal	Board Vote Recommendation
1	to elect the Board’s three nominees for Class II director, Gregory M. Bryant, D. Jeffrey Richardson and Elizabeth M. Schwarting, to hold office until the 2029 Annual Meeting of Shareholders	For each Ambarella director nominee

2	to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Ambarella, Inc. for the fiscal year ending January 31, 2027	For

3	to approve, on an advisory basis, executive compensation	For

4	to approve an amendment and restatement of the Ambarella, Inc. 2021 Equity Incentive Plan	For

These items of business are more fully described in the Proxy Statement, which is available at www.edocumentview.com/AMBA. This notice, the Notice of Internet Availability, the Proxy Statement, the 2026 Annual Report, and the form of proxy are being made available to shareholders on or about May 15, 2026. We are providing access to our proxy materials over the Internet under the rules and regulations adopted by the U.S. Securities and Exchange Commission.

The record date for the Annual Meeting is May 5, 2026. Only shareholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. We are not aware of any other business to come before the Annual Meeting. You may vote over the Internet, by telephone or by mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting if you do not attend in person. Please review the instructions on the proxy card regarding each of these voting options. The Proxy Statement explains proxy voting and the matters to be voted on in more detail. We look forward to your attendance at the Annual Meeting.

By Order of the Board of Directors

LOGO

Michael Morehead

General Counsel and Secretary

Santa Clara, California

May 15, 2026

You are cordially invited to attend the meeting in person. Your vote is important. Whether or not you expect to attend the meeting, please vote your shares as instructed in the Notice of Internet Availability, which is being mailed to you on May 15, 2026, as promptly as possible to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

TABLE OF CONTENTS


	Page
Information Concerning Voting and Solicitation		1
General Information About the Annual Meeting		1
Notice of Internet Availability		1
Appointment of Proxy Holders		1
Who Can Vote		2
How You Can Vote		2
Matters to be Voted Upon		3
Revocation of Proxies		3
Required Vote		4
Other Matters Brought Before the Meeting		4
Solicitation of Proxies		4
Voting Results		4
Important Notice Regarding Availability of Proxy Materials		5
Proposal 1: Election of Class II Directors		6
Vote Required		9
Information Regarding the Board of Directors and Corporate Governance		10
Overview		10
Board Leadership Structure		10
Lead Independent Director		10
Director Independence		11
Board Demographics		11
Overboarding		12
Board Meetings		12
Board Committees		12
Role of the Board in Risk Oversight		14
Evaluation of Board and Director Performance		15
Director Skills, Competencies and Experience		16
Director Refreshment		16
Director Nominations		17
Director Voting Policy		18
Communications with the Board		18
Corporate Governance Principles and Practices		19
Insider Trading Policy and Compliance		19
Corporate Sustainability		19
Director Compensation		22
Director Compensation for Fiscal Year 2026		23
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm		25
Principal Accountant Fees and Services		25
Pre-Approval Policies and Procedures		26
Vote Required		26
Report of the Audit Committee		27
Proposal 3: Advisory Vote to Approve Executive Compensation		28
Vote Required		28
Executive Officers		29
Executive Compensation		30
Compensation Discussion and Analysis		30
Compensation Committee Report		45
Compensation Risk Assessment		45
Summary Compensation Table for Fiscal 2026		46

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Grants of Plan-Based Awards			47
Option Exercises and Stock Vested			48
Outstanding Equity Awards at Fiscal Year-End			49
Potential Payments upon Termination or Change in Control			51
Pay Ratio Disclosure			56
Pay Versus Performance			57
Equity Compensation Plan Information			62
Security Ownership of Certain Beneficial Owners and Management			63
Certain Relationships and Related Person Transactions			65
Proposal 4: Approval of Amendment to the Ambarella, Inc. 2021 Equity Incentive Plan			66
Vote Required			77
Delinquent Section 16(A) Reports			78
Shareholder Proposals for the 2027 Annual Meeting of Shareholders			78
Householding of Proxy Materials			79
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on June 26, 2026			79
Other Matters			79
Annex A			A-1

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Ambarella, Inc.

3001 Tasman Drive

Santa Clara, CA 95054

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS

INFORMATION CONCERNING VOTING AND SOLICITATION

In connection with the solicitation of proxies by the Board of Directors of Ambarella, Inc., a Cayman Islands company (the “Board”), and pursuant to the rules and regulations adopted by the U.S. Securities and Exchange Commission, we are furnishing our proxy materials to shareholders for use at our 2026 Annual Meeting of Shareholders (the “Annual Meeting”), and any adjournments or postponements thereof. The Annual Meeting will be held on June 26, 2026, at 9:00 a.m. Pacific Time at our offices located at 3001 Tasman Drive, Santa Clara, CA 95054.

We have mailed the Notice of Internet Availability to all shareholders and beneficial owners of record as of the record date, May 5, 2026. All shareholders will have the ability to access the proxy materials via the Internet, including this Proxy Statement and our 2026 Annual Report to Shareholders for the fiscal year ended January 31, 2026. The Notice of Internet Availability includes information on how to access the proxy materials, how to submit your vote over the Internet or by phone or how to request a paper copy of the proxy materials. This Proxy Statement and our 2026 Annual Report to Shareholders are available at www.edocumentview.com/AMBA. If you are a shareholder of record, you also may view these materials at http://www.envisionreports.com/AMBA.

References to “the Company,” “Ambarella,” “we,” “us” or “our” throughout this Proxy Statement mean Ambarella, Inc.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Notice of Internet Availability

Instead of mailing a paper copy of our proxy materials, we have provided access to our proxy materials over the Internet, which are available at www.edocumentview.com/AMBA. If you are a shareholder of record, you also may view these materials at http://www.envisionreports.com/AMBA. In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission, the Notice of Internet Availability has been sent to our shareholders of record and beneficial owners as of the record date, May 5, 2026. The Notice of Internet Availability includes information on how to access the proxy materials, how to submit your vote via the Internet and how to request a paper copy of the proxy materials. By accessing the proxy materials on the Internet or choosing to receive your future proxy materials by email, you will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meeting of shareholders on the environment.

Appointment of Proxy Holders

The Board asks you to appoint Feng-Ming (Fermi) Wang, John A. Young and Michael Morehead as your proxy holders to vote your shares at the Annual Meeting. You make this appointment by voting your shares by proxy, as instructed in the Notice of Internet Availability.

If appointed by you, the proxy holders will vote your shares as you direct on the matters described in this Proxy Statement. In the absence of your direction, they will vote your shares as recommended by the Board.

Unless you otherwise indicate, you also authorize your proxy holders to vote your shares on any matters not known by the Board at the time this Proxy Statement was made available to shareholders and which may be properly presented for action at the Annual Meeting.

Who Can Vote

Only shareholders of record at the close of business on May 5, 2026 will be entitled to vote at the Annual Meeting. On this record date, there were 43,861,484 ordinary shares outstanding and entitled to vote. Each holder of ordinary shares is entitled to one vote for each share held as of May 5, 2026. There is no cumulative voting in the election of directors.

Shareholder of Record: Shares Registered in Your Name

If on May 5, 2026, your shares were registered directly in your name with Ambarella’s transfer agent, Computershare Trust Company, N.A., then you are a shareholder of record. As a shareholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy over the Internet, by telephone, or by mail as instructed in the Notice of Internet Availability to ensure your vote is counted if you later decide not to attend the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on May 5, 2026, your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Proxy Statement is being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

How You Can Vote

You may either vote “For” the nominees for Class II Director or you may “Withhold” your vote for the nominees. For proposals 2, 3 and 4, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are as follows:

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record, you may vote in person at the Annual Meeting, vote by proxy over the Internet, by telephone or by mail, as instructed in the Notice of Internet Availability. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

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To vote over the telephone, dial toll-free 1-800-652-8683 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the proxy card. Your vote must be received by 11:59 p.m. Eastern Time on June 25, 2026 to be counted.

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To vote through the Internet, go to http://www.envisionreports.com/AMBA to complete an electronic proxy card. Your vote must be received by 11:59 p.m. Eastern Time on June 25, 2026 to be counted.

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To vote using the proxy card (if you requested paper copies of the proxy materials to be mailed to you), simply complete, sign and date the proxy card and return it promptly in the envelope to be provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should receive voting instructions from that organization rather than from Ambarella. You must follow the voting instructions provided by your broker, bank or other agent in order to direct your broker, bank or other agent on how to vote your shares. You should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other agent. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent, or contact your broker, bank or other agent to request a proxy form.

Matters to be Voted Upon

There are four matters scheduled for a vote at the Annual Meeting:


		Proposal 1 –		Election of the three nominees for Class II director named in this Proxy Statement to hold office until the 2029 Annual Meeting of Shareholders;
		Proposal 2 –		Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027;
		Proposal 3 –		Approval, on an advisory basis, of executive compensation, as described in this Proxy Statement; and
		Proposal 4 –		Approval of an amendment and restatement of the Ambarella, Inc. 2021 Equity Incentive Plan, as described in this Proxy Statement.

If you are a shareholder of record and you vote via the Internet, by telephone or return a proxy card by mail, but do not select a voting preference, the persons who are authorized to vote your shares will vote:


		Proposal 1 –		FOR each of the three nominees for Class II director named herein to hold office until the 2029 Annual Meeting of Shareholders;
		Proposal 2 –		FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027;
		Proposal 3 –		FOR the approval, on an advisory basis, of executive compensation, as described in this Proxy Statement; and
		Proposal 4 –		FOR the approval of an amendment and restatement of the Ambarella, Inc. 2021 Equity Incentive Plan, as described in this Proxy Statement.

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should follow the voting instructions provided by your broker, bank or other agent in order to instruct your broker, bank or other agent how to vote your shares.

Revocation of Proxies

Shareholders of record can revoke their proxies at any time before they are exercised in any of three ways:

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by submitting written notice of revocation to the Secretary of the Company prior to the Annual Meeting;

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by submitting another properly executed proxy of a later date prior to the Annual Meeting; or

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by voting in person at the Annual Meeting.

Beneficial owners of shares held in street name must contact their broker, bank or other agent to revoke any prior voting instructions.

Required Vote

Directors are elected by a plurality vote, which means that the three nominees for Class II director receiving the most affirmative votes will be elected. All other matters submitted for shareholder approval require the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote.

A quorum of shareholders is necessary to hold a valid Annual Meeting. A quorum will be present if shareholders holding not less than an aggregate of one-third of the outstanding shares entitled to vote are present at the meeting in person or represented by proxy. On the record date, there were 43,861,484 shares outstanding and entitled to vote. As a result, shareholders holding at least 14,620,495 shares will need to be present at the meeting in person or represented by proxy to constitute a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) over the Internet, by telephone, by mail or if you attend the Annual Meeting in person. Abstentions and broker non-votes will be counted towards the quorum requirement but will have no effect on any of the proposals. If there is no quorum, then either the chairman of the meeting or the holders of a majority of shares present at the meeting in person or represented by proxy may adjourn the meeting to another date.

If your shares are held in street name and you do not instruct your broker on how to vote your shares, your broker, in its discretion, may either leave your shares unvoted or vote your shares on routine matters. Only Proposal 2 (ratifying the appointment of our independent registered public accounting firm) is considered a routine matter. Proposal 1 (election of directors), Proposal 3 (advisory vote on executive compensation) and Proposal 4 (approval of an amendment and restatement of the 2021 Equity Incentive Plan) are not considered routine matters, and without your instruction, your broker cannot vote your shares as to those proposals. If your broker returns a proxy but does not vote your shares, this results in a “broker non-vote.” Broker non-votes will be counted as present for the purpose of determining a quorum. However, as brokers do not have discretionary authority to vote on Proposal 1, Proposal 3 or Proposal 4, broker non-votes will not be counted for the purpose of determining the number of votes cast on such proposals.

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, with respect to the election of directors, “For” and “Withhold” votes and, with respect to other proposals, votes “For” and “Against”. Abstentions and broker non-votes, although counted toward the quorum requirement, will not be counted towards the vote total for any proposal.

Other Matters Brought Before the Meeting

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

Solicitation of Proxies

The Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, the Company’s directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We also may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Voting Results

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that the Company expects to file within four business days after the Annual Meeting. If final voting results are not available in time to file a Form 8-K within four business days after the meeting, the Company intends to file a Form 8-K to publish preliminary results and, within four business days after the final results are known, file an additional Form 8-K to publish the final results.

Important Notice Regarding Availability of Proxy Materials

This Proxy Statement and our 2026 Annual Report to Shareholders are available at www.edocumentview.com/AMBA. Please promptly vote your shares as instructed in the Notice of Internet Availability. This will not limit your rights to attend or vote at the Annual Meeting.

PROPOSAL 1

ELECTION OF CLASS II DIRECTORS

Ambarella’s Board of Directors (the “Board”) currently has eight members. The authorized number of directors may be changed by resolution of the Board. Vacancies on the Board may be filled only by an affirmative vote of a majority of the remaining directors, or by the sole remaining director or, if not filled, by the shareholders. A director elected to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve until the next succeeding annual general meeting or until his or her death, resignation or removal.

The Board is divided into three classes, Class I, Class II and Class III, which serve staggered three-year terms:

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Class I directors are Chantelle Y. Breithaupt, Dr. Chenming C. Hu and Dr. Feng-Ming (“Fermi”) Wang and their current terms will expire at the annual meeting of shareholders to be held in 2028.

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Class II directors are Gregory M. Bryant, D. Jeffrey Richardson and Elizabeth M. Schwarting and their current terms will expire at the upcoming Annual Meeting.

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Class III directors are Dr. Hsiao-Wuen Hon and Christopher B. Paisley and their current terms will expire at the annual meeting of shareholders to be held in 2027.

Mr. Bryant was appointed to the Board in February 2026 upon recommendation of the remaining directors and the Nominating and Corporate Governance Committee following his identification as a director candidate by a third-party search firm, and is standing for election by the shareholders for the first time. The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has selected Mr. Bryant, Mr. Richardson and Ms. Schwarting as nominees for election as Class II directors at the upcoming Annual Meeting. The proxies given to the proxy holders will be voted or not voted as directed and, if no direction is given, will be voted FOR each of the three nominees. If any nominee is unable or declines to serve as director at the time of the Annual Meeting, an event not now anticipated, proxies will be voted for any nominee designated by the Board to fill the vacancy. The three nominees for Class II director receiving the highest number of affirmative votes will be elected as Class II directors and will serve until the annual meeting of shareholders to be held in 2029 or until their successors are elected and qualified.

The names of the nominees for election as Class II directors, who have been nominated by the Board, and the names of the continuing directors not up for election at the upcoming Annual Meeting, along with certain biographical information about the nominees and continuing directors, including the director’s business experience, public company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings (if applicable), and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee to recommend that the director should continue to serve on the Board, are set forth below.


Names of Nominees for Class II Directors	Age	Position(s)
Gregory M. Bryant(2)	57	Director
D. Jeffrey Richardson(2)(3)(4)	61	Director
Elizabeth M. Schwarting(1)(3)	63	Director

(1)	Member of Audit Committee

(2)	Member of Compensation Committee

(3)	Member of Nominating and Corporate Governance Committee

(4)	Lead Independent Director

Gregory M. Bryant has been a member of our Board since February 2026. Mr. Bryant currently serves as principal of Xcendra Ventures, a venture capital and advisory services firm focused on healthcare and technology

sectors that he founded in 2025. Prior to founding Xcendra Ventures, Mr. Bryant served as President of Global Business Units of Analog Devices Inc., a semiconductor company, from March 2022 to March 2025. Previously, Mr. Bryant had a long career at Intel Corporation, a semiconductor company, most recently in the role of EVP and General Manager of Intel’s Client Computing Group from September 2019 to January 2022. Mr. Bryant holds a Bachelor of Science degree in Electrical Engineering from the University of Kansas and a Master’s degree in Program and Systems Management from Golden Gate University. We believe that Mr. Bryant possesses specific attributes that qualify him to serve as a member of our Board, including his extensive managerial experience in the semiconductor industry as President of Global Business Units of Analog Devices and senior management positions with Intel.

D. Jeffrey Richardson has been a member of our Board since March 2014. Mr. Richardson served as a senior executive of LSI Corporation (“LSI”), a semiconductor company, from 2005 until its acquisition by Avago Technologies Company in 2014, including most recently serving as Executive Vice President and Chief Operating Officer. Prior to joining LSI, Mr. Richardson served in several capacities at Intel Corporation, including as its Vice President and General Manager of Server Platform Group and Vice President and General Manager of Enterprise Platforms and Services Division. Mr. Richardson currently serves on the board of directors of Kulicke and Soffa Industries, Inc., a provider of semiconductor capital equipment, and Lattice Semiconductor Corporation, a semiconductor company. Mr. Richardson received a B.S. degree in electrical engineering from the University of Colorado Boulder. We believe that Mr. Richardson possesses specific attributes that qualify him to serve as a member of our Board, including his extensive managerial experience in the semiconductor industry as Chief Operating Officer of LSI and senior management positions with LSI and Intel, and his experience as a board member of Lattice Semiconductor and Kulicke and Soffa.

Elizabeth M. Schwarting has been a member of our Board since June 2020. From October 2015 to October 2024, Ms. Schwarting was the Principal Member of DBS Ventures, LLC, where she served as a consultant for various audiences relating to the automotive market, including automotive technology (with a special emphasis on ADAS/Automated Driving), regulatory trends and business development. From 2009 to 2015, Ms. Schwarting served as Vice President of the Electronic Controls business unit for Delphi Corporation (now Aptiv PLC), an automotive manufacturer and supplier. From 1999 to 2009, Ms. Schwarting held several leadership positions at Delphi, including Vice President, Safety Systems, Global Director, Sales and Marketing, and General Motors Global Customer Director. Prior to joining Delphi, Ms. Schwarting held the position of General Manager and Vice President, Strategic Accounts for Eastman Kodak Company within the Consumer Imaging Division. Ms. Schwarting also currently serves on the board of directors of Lattice Semiconductor Corporation, a semiconductor company. Ms. Schwarting received a B.S. degree in language arts from the University of Nebraska. We believe that Ms. Schwarting possesses specific attributes that qualify her to serve as a member of our Board, including her extensive managerial experience in the automotive industry in senior management positions with Delphi, her sales and customer management experience with Eastman Kodak, and her experience as a board member of Lattice Semiconductor.


Names of Continuing Directors	Age	Position(s)
Chantelle Y. Breithaupt(1)	53	Director
Hsiao-Wuen Hon, Ph.D.(2)	62	Director
Chenming C. Hu, Ph.D.(1)(2)	78	Director
Christopher B. Paisley(1)(3)	73	Director
Feng-Ming (Fermi) Wang, Ph.D.	62	Chairman of the Board of Directors, President and Chief Executive Officer

(1)	Member of Audit Committee

(2)	Member of Compensation Committee

(3)	Member of Nominating and Corporate Governance Committee

Chantelle Y. Breithaupt has been a member of our Board since February 2025. Ms. Breithaupt currently serves as the Senior Vice President, Chief Financial Officer of Arista Networks, Inc., a networking technology

company, a position she has held since February 2024 having joined Arista in January 2024. Ms. Breithaupt served as Senior Vice President and Chief Financial Officer of Aspen Technology, a provider of asset management software, from March 2021 to December 2023. Prior to Aspen Technology, Ms. Breithaupt spent seven years with Cisco Systems, Inc., a network technology company. She held multiple leadership positions at Cisco, most recently as Senior Vice President, Finance from January 2021 to March 2021, Vice President of Finance – Customer Experience/Services from August 2018 to January 2021, Vice President – Finance, Americas from October 2017 to August 2018 and Senior Director – Operational Finance from April 2014 to August 2015. Before Cisco, Ms. Breithaupt worked for General Electric Company for 15 years, where she held progressive, executive global finance roles. Ms. Breithaupt holds an Honors Business Administration degree from Wilfrid Laurier University (Canada). We believe that Ms. Breithaupt possesses specific attributes that qualify her to serve as a member of our Board, including her managerial experience in technology markets and expertise in finance, including accounting and financial reporting, as a chief financial officer and in other finance roles.

Hsiao-Wuen Hon, Ph.D. has been a member of our Board since August 2017. Dr. Hon is a former technology industry executive with over 28 years of experience at Microsoft Corporation, where he held various leadership positions before retiring in 2024. Most recently, he served as Corporate Vice President at Microsoft, and previously held the positions of Asia-Pacific R&D Group Chairman and Managing Director of Microsoft Research Asia. During his tenure at Microsoft, he made significant contributions in the areas of artificial intelligence, natural language processing, spoken language recognition, and internet search. Prior to joining Microsoft, Dr. Hon served as Technology Director of the Apple-ISS Research Center on behalf of Apple Corporation. Dr. Hon also serves on the board of directors of MediaTek Inc., a Taiwanese fabless semiconductor company. Dr. Hon holds a Bachelor of Science degree in Electrical Engineering from National Taiwan University, a Master of Science degree in Computer Science with a focus on Artificial Intelligence from Carnegie Mellon University, and a Ph.D. degree in Computer Science, with a focus on Artificial Intelligence and Speech Recognition, also from Carnegie Mellon University. We believe that Dr. Hon possesses specific attributes that qualify him to serve as a member of our Board, including his extensive experience and wealth of knowledge in artificial intelligence and his managerial experience in the technology industry at Microsoft and Apple.

Chenming C. Hu, Ph.D. has been a member of our Board since November 2011. Since 1976, Dr. Hu has been a professor in electrical engineering and computer sciences at the University of California, Berkeley, where he has been the TSMC Distinguished Chair Professor Emeritus since 2010. He was the Chief Technology Officer of TSMC, a semiconductor company, from 2001 to 2004. Dr. Hu was the founding chairman of Celestry Design Technologies, which was acquired by Cadence Design Systems in 2002. Dr. Hu previously served as a director of numerous companies, including Inphi Corporation, a semiconductor company, from 2010 to 2021, when it was acquired by Marvell Technology, Inc., a semiconductor company, and ACM Research, Inc., a semiconductor equipment producer, from 2017 to 2025. Dr. Hu is a member of the U.S. National Academy of Engineering, the Chinese Academy of Sciences, and Taiwan’s Academia Sinica, and, in 2016, he received the US National Medal of Technology and Innovation from President Barack Obama. Dr. Hu received his B.S. degree from National Taiwan University and his M.S. degree and Ph.D. from the University of California, Berkeley, all in Electrical Engineering. We believe that Dr. Hu possesses specific attributes that qualify him to serve as a member of our Board, including his extensive experience in the microelectronics and semiconductor industries as Chief Technology Officer of TSMC and as a board member of a number of technology companies, as well as his experience in academia as a professor of microelectronics, which gives him in-depth knowledge of technology trends and developments.

Christopher B. Paisley has served as a member of our Board since August 2012. Since January 2001, Mr. Paisley has served as the Dean’s Executive Professor of Accounting at the Leavey School of Business at Santa Clara University. Mr. Paisley also serves on the board of directors of Equinix, Inc., a provider of network colocation, interconnection and managed services, and Fastly, Inc., a cloud computing services provider. Mr. Paisley has previously served on the board of directors of numerous companies, including Fortinet, Inc., a provider of unified threat management solutions, from February 2004 to June 2021, and Enterprise 4.0 Technology Acquisition Corp., a Special Purpose Acquisition Corporation, from October 2021 to March 2023. Mr. Paisley holds a B.A. degree in business economics from the University of California at Santa Barbara and an

M.B.A. from the Anderson School at the University of California at Los Angeles. We believe that Mr. Paisley possesses specific attributes that qualify him to serve as a member of our Board, including expertise in finance, including accounting and financial reporting, as a chief financial officer and in other finance roles and currently as a professor in the field of accounting and finance. Mr. Paisley also has over 20 years of outside board experience, which includes serving as audit committee chairman, at numerous public and private companies.

Feng-Ming (Fermi) Wang, Ph.D. has served as our Chairman of the Board of Directors, President and Chief Executive Officer since he co-founded Ambarella in January 2004. Prior to co-founding Ambarella, Dr. Wang was Chief Executive Officer and co-founder of Afara Websystems, a developer of throughput-oriented microprocessor technology, from November 2000 to July 2002, when Afara was acquired by Sun Microsystems, Inc. Before founding Afara, Dr. Wang served in various positions at C-Cube Microsystems, Inc., a digital video company, from August 1991 to August 2000, and last served as Vice President and General Manager from 1997 to 2000. Dr. Wang holds a B.S. degree in electrical engineering from National Taiwan University and an M.S. degree and Ph.D. in electrical engineering from Columbia University. We believe that Dr. Wang possesses specific attributes that qualify him to serve as a member of our Board, including his service as our Chairman of the Board of Directors, President and Chief Executive Officer, his leadership as a co-founder of Ambarella and his years of experience in the digital video industry.

Resolution

We ask that you vote “FOR” the following resolution:

RESOLVED that each of Gregory M. Bryant, D. Jeffrey Richardson and Elizabeth M. Schwarting be appointed as Class II Directors to hold office in accordance with the Amended and Restated Memorandum and Articles of Association of the Company until the 2029 Annual Shareholder Meeting of the Company.

Vote Required

The three nominees for Class II director receiving the highest number of affirmative votes will be elected as Class II directors. Abstentions and broker non-votes, although counted toward the quorum requirement, will not be counted towards the vote total for this proposal. Unless otherwise indicated, all proxies received will be voted “FOR” each of the nominees listed above.

The Board recommends a vote FOR the election of each of the nominees set forth above as Class II directors of Ambarella.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Overview

Our business is managed by our executive officers under the direction and oversight of our Board, which is currently composed of eight members. In addition, when the chairman of the Board is an employee director—or when there is no current chairman—we are committed to having a lead independent director.

Our Board is dedicated to good corporate governance practices, which provide a framework within which our directors and management can pursue strategic objectives for the benefit of our shareholders. Our Board has adopted Corporate Governance Guidelines that address corporate governance policies and standards applicable to the Company. These Corporate Governance Guidelines are available in the Investor Relations portion of our website at https://investor.ambarella.com/. These Corporate Governance Guidelines address topics such as:


v Role of the Board and Directors	v Election of directors	v Composition of the Board

v Board membership criteria	v Overboarding	v Board committees

v Evaluation of management	v Succession planning	v Assessing Board performance

v Continuing education of directors	v Stock ownership guidelines	v Compensation Recovery Policy

We believe that good governance leads to board effectiveness, promotes the long-term interests of our shareholders, and strengthens the accountability of the Board and management to our stakeholders.

Board Leadership Structure

The Board is currently chaired by Dr. Wang, the President and Chief Executive Officer of Ambarella. We believe that combining the positions of Chief Executive Officer and Chairman helps ensure that the Board and management act with a common purpose. In our view, separating the positions of Chief Executive Officer and Chairman has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken our ability to develop and implement strategy. Instead, we believe that combining the positions of Chief Executive Officer and Chairman provides a single, clear chain of command to execute our strategic initiatives and business plans. In addition, we believe that a combined Chief Executive Officer and Chairman is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information. The Chairman determines the agenda and presides over Board meetings. Dr. Wang’s extensive experience with the Company as a co-founder, President and Chief Executive Officer, and Chairman makes him a strong strategic leader and enables the Board to oversee and support the Company’s initiatives.

Lead Independent Director

The Board determined, as part of our corporate governance principles, that one of our independent directors should serve as a lead director at any time when the title of chairman is held by an employee director or there is no current chairman. Responsibilities of the lead independent director include:

•

communicating with the Chief Executive Officer on behalf of the non-employee directors;

•

presiding over meetings of the non-employee directors;

•

raising issues with management on behalf of the non-employee directors when appropriate;

•

overseeing the Board’s oversight responsibilities with respect to Company strategy, risk management and succession planning;

•

overseeing the function of the Board and committees, including advising on agendas and materials to be distributed to the Board;

•

being available for meetings with the Company’s shareholders; and

•

performing such other duties as the Board may from time to time designate.

Mr. Richardson, who has been a member of our Board since 2014, has served as our lead independent director since June 2024. We believe that the current leadership structure of the Board, as well as our emphasis on Board independence, is appropriate at the present time and allows the Board to fulfill its duties effectively and efficiently based on our current needs.

Director Independence

Our Corporate Governance Guidelines provide that a majority of our directors will be independent. Based on the review and recommendation by the Nominating and Corporate Governance Committee, the Board has determined that Ms. Breithaupt, Mr. Bryant, Dr. Hon, Dr. Hu, Mr. Paisley, Mr. Richardson, and Ms. Schwarting, representing a majority of our directors, are independent directors under the rules of Nasdaq. In making these determinations, the Board found that none of these directors has a material or other disqualifying relationship with Ambarella that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Dr. Wang, Ambarella’s Chairman of the Board, President and Chief Executive Officer, is not independent by virtue of his employment with Ambarella.

Board Demographics

The Nominating and Corporate Governance Committee is committed to continuing to identify, recruit and retain highly qualified directors and director candidates with a broad range of experiences, tenures, perspectives, and backgrounds to join and remain on the Board. The graphics below summarize the current gender, age and tenure of the Board.

Overboarding

In 2026, upon the recommendation of the Nominating and Corporate Governance Committee, the Board added a requirement to its Corporate Governance Guidelines to limit the number of public company boards on which our directors may serve to a total of four (including the Board), and to a total of two (including the Board) for any director who also serves as a chief executive officer of a public company or in an equivalent position, without the prior approval of the Board.

Board Meetings

The Board and its committees meet throughout the year on a set schedule and hold special meetings from time to time as appropriate. The Board held seven meetings during the 2026 fiscal year. Each director attended at least 75% of the total aggregate of the regularly scheduled and special meetings held by the Board and the committees on which such director served during his or her tenure in fiscal year 2026. Our non-employee directors meet in regularly scheduled executive sessions without the presence of management. The lead independent director of the Board presides over each such executive session. Under our Corporate Governance Guidelines, our directors are encouraged to attend our annual meeting of shareholders and five of our directors attended the 2025 annual meeting.

Board Committees

We have established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Board has determined that each member of each committee meets the applicable Nasdaq and SEC rules and regulations regarding “independence” and that each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to Ambarella. Each of the committees operates under a written charter adopted by the Board, each of which can be found on our website at http://investor.ambarella.com.

Audit Committee

The Audit Committee is currently composed of four directors: Ms. Breithaupt, Dr. Hu, Mr. Paisley, and Ms. Schwarting. Mr. Paisley serves as the chair of the committee. The Audit Committee met five times during fiscal year 2026.

The responsibilities of our Audit Committee include:

•

approving the hiring, discharging and compensation of our independent registered public accounting firm;

•

evaluating the qualifications, independence and performance of our independent registered public accounting firm;

•

reviewing our annual and quarterly financial statements and reports and discussing the statements and reports with our independent registered public accounting firm and management;

•

reviewing, with our independent registered public accounting firm and management, significant issues that may arise regarding accounting principles and financial statement presentation, as well as matters concerning the scope, adequacy and effectiveness of our financial controls;

•

providing oversight with respect to related party transactions; and

•

establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters.

The Board has determined that each of Ms. Breithaupt and Mr. Paisley qualifies as an “Audit Committee financial expert,” as defined in applicable SEC rules. The Board made qualitative assessments of Ms. Breithaupt’s and Mr. Paisley’s level of knowledge and experience based on a number of factors, including their formal education and their experiences as chief financial officer for public reporting companies, and in the case of Mr. Paisley, his service on the audit committees of other publicly traded companies and his role as a university professor in the field of accounting and finance.

Compensation Committee

The Compensation Committee is currently composed of four directors: Mr. Bryant, Dr. Hon, Dr. Hu, and Mr. Richardson, who serves as the chair of the committee. The Compensation Committee formally met five times during fiscal year 2026. Each member of the Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.

The responsibilities of our Compensation Committee include:

•

reviewing and recommending policies relating to compensation and benefits of our executive officers;

•

reviewing and approving or recommending to the Board changes with respect to the compensation levels of our chief executive officer and other executive officers;

•

reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers, and evaluating the performance of our chief executive officer and other executive officers in light of the established goals and objectives;

•

reviewing and recommending to the Board changes with respect to the compensation of our directors; and

•

administering our stock option plans, stock purchase plans, compensation plans and similar programs, including the adoption, amendment and termination of such plans.

The Compensation Committee has the authority to retain its own compensation consultants and outside legal, accounting and other advisers at the Company’s expense. The Compensation Committee does not delegate its authority to such consultants or advisers. The Compensation Committee has engaged the services of Semler Brossy Consulting Group, LLP (“Semler Brossy”), a compensation consulting firm, and has considered such firm’s input in evaluating compensation trends and best practices, identifying peer group companies and benchmarking compensation data and other aspects of administering the Company’s executive compensation program. There were no conflicts of interest between the Company and Semler Brossy or the Company’s outside legal counsel, Wilson Sonsini Goodrich & Rosati P.C.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2026, Anne De Greef-Safft, who left the Board in June 2025, Dr. Hon, Dr. Hu, and Mr. Richardson served as members of the Compensation Committee. None of the members of our Compensation Committee is or has in the past served as an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or our Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is currently composed of three directors: Mr. Paisley, Mr. Richardson, and Ms. Schwarting, who serves as the chair of the committee. The Nominating and Corporate Governance Committee met four times during fiscal year 2026.

The responsibilities of our Nominating and Corporate Governance Committee include:

•

reviewing and assessing the performance of the Board, including its committees and individual directors, as well as the size of the Board;

•

identifying, evaluating and recommending candidates for membership on the Board, including nominations by shareholders of candidates for election to the Board;

•

reviewing and evaluating incumbent directors;

•

making recommendations to the Board regarding the membership of the committees of the Board;

•

making recommendations for the continuing education of directors;

•

reviewing succession planning for our chief executive officer;

•

overseeing the Company’s evaluation of risks, controls and procedures related to cybersecurity and information and technology security, including the disclosure of any significant risks and incidents to the extent required;

•

overseeing the Company’s sustainability practices; and

•

reviewing and recommending to the Board changes with respect to corporate governance practices and policies.

Role of the Board in Risk Oversight

One of the key functions of the Board is informed oversight of our risk management process. Risk oversight is conducted by the full Board, rather than a dedicated risk committee, to leverage the breadth of experience and strengthen coordination across the standing committees. Our management is responsible for day-to-day management of key risk areas. The Board regularly receives updates from management and discusses risks at regular Board meetings, and considers both the immediacy of a risk and its materiality in making strategic decisions and helping management to prioritize resources. In light of the Company’s increasing focus on edge and physical AI applications, the Board also receives updates regarding technology roadmap execution, AI software development risks, product quality and security, supply chain resilience, and relevant regulatory and geopolitical developments.

Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with regulatory requirements, in addition to oversight of the performance of our external audit function.

Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking by management or employees. The Compensation Committee also oversees organizational risks, including leadership succession, employee turnover and workforce culture.

Our Nominating and Corporate Governance Committee oversees risks related to board composition and effectiveness, and monitors the Company’s evaluation of risks, controls and procedures related to cybersecurity and information and technology security as well as the effectiveness of our corporate, social and governance guidelines and policies.

The committees regularly provide reports to the Board on their activities, including those related to risk management. The Board and its committees engage outside advisors and experts from time to time to assist in understanding risks, threats and trends.

Evaluation of Board and Director Performance

The Board believes that a regular evaluation process is an essential component of strong corporate governance practices. The Nominating and Corporate Governance Committee oversees an annual evaluation process to evaluate Board effectiveness and aid in board refreshment planning. This process consists of a full Board evaluation as well as evaluations of each of the Board’s standing committees, and is designed to identify areas for improvement. The evaluations, which are distributed and obtained through outside counsel to promote candidness, seek feedback on a range of topics, including:


v Overall Board and committee dynamics	v Effectiveness of Board and committee leadership	v Meeting agenda topics

v Director preparation and participation	v Information flow and access to management	v Board and management succession planning

v Executive sessions of independent directors	v Use of experts	v Additional topics for Board and committee attention

Following is a summary of the board evaluation process:

Evaluation process discussed and approved by Nominating and Corporate Governance Committee

Each Board member assesses the performance and effectiveness of the Board and, as applicable, the committees on which the Board member serves

Outside counsel shares feedback with the Company’s General Counsel and Lead Independent Director

The Lead Independent Director presents the results to the Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee reviews and discusses the results and reports to the full Board

The Lead Independent Director meets with board members on a one-on-one basis, as necessary, to address any significant concerns

The results of the Board evaluation process are used by the Nominating and Corporate Governance Committee and the Board to identify strengths as well as opportunities for improvement. In addition, results may be used by the Board to improve its agenda topics so that the information directors receive enables them to effectively address issues they see as most important.

Director Skills, Competencies and Experience

The Nominating and Corporate Governance Committee maintains a skill set survey of the current Board members. The Board uses the survey to evaluate the experience and expertise of the existing Board members and to identify the skills and characteristics of future director candidates. The table below sets forth certain skills, competencies and experience of our continuing directors and nominees for director standing for re-election at this meeting.

Skills

Industry-Specific Experience

Semiconductor Industry Experience

⬛

North American Business Experience

⬛

International Business Experience

⬛

Customer Segments

Security Camera

⬛

Automotive

⬛

Robotics and Industrial

⬛

Consumer Products

⬛

General Business Skills and Expertise

Human Capital Management

⬛

Product Management & Marketing

⬛

Sales and Business Development

⬛

Operations & Supply Chain Management

⬛

CEO/Executive Level Management Experience

⬛

Financial Literacy

⬛

Information Technology & Cybersecurity Experience

⬛

Strategy Development and Implementation

⬛

Additional Public Board / Governance Experience

⬛

Mergers & Acquisitions / Organizational Change

⬛

Director Refreshment

The Board recognizes the importance of director refreshment to maintaining a well-constructed and high-performing Board. As discussed above, the Nominating and Corporate Governance Committee conducts an annual evaluation process and regularly discusses the skill set of the current Board and potential needs of the Board.

The Nominating and Corporate Governance Committee selects director nominees who think and act independently and can effectively communicate their thoughts and opinions. The Board does not believe long tenure alone presumptively renders a director not independent. Rather, the Board has determined that its longer-tenured directors have important experience, bring diverse perspectives, and provide tangible value to the Board and the Company. Their length of tenure has allowed these directors to accumulate valuable knowledge and experience based upon their history with the Company and their breadth of experience in leadership roles outside the Company. This knowledge and experience improve the ability of the Board to provide constructive guidance and oversight to the management team.

The Nominating and Corporate Governance Committee has structured the Board such that there is an appropriate mix of directors of varying tenures, with new directors and perspectives joining the Board over time

while retaining the institutional knowledge and broader business experience of longer-tenured directors. We have added three highly qualified independent directors to the Board in the past six years; and we have also seen three other independent directors retire over the same period. The Board’s average tenure among independent directors is currently eight years, with two directors having served less than five years and five having served more than five years. We believe these demographics reflect the balance the Board seeks to bring to refreshment of adding new voices and viewpoints while maintaining the benefits of experience.

Director Nominations

The Board nominates directors for election at each annual meeting of shareholders and elects new directors to fill vacancies when they arise, including vacancies created by an increase in the number of directors. The Nominating and Corporate Governance Committee has the responsibility to identify, evaluate, recruit and recommend qualified candidates to the Board for nomination or election.

Director Criteria. The Nominating and Corporate Governance Committee has a policy regarding consideration of director candidates recommended by shareholders. The Nominating and Corporate Governance Committee reviews suggestions for director candidates recommended by shareholders and considers such candidates for recommendation based upon an appropriate balance of knowledge, experience and capability. In addition to considering an appropriate balance of knowledge, experience and capability, the Board has as an objective that its membership be composed of experienced and dedicated individuals with diversity of backgrounds, perspectives and skills. Except as may be required by rules promulgated by Nasdaq or the SEC, there are currently no specific, minimum qualifications that must be met by each candidate for the Board, nor are there any specific qualities or skills that are necessary for one or more of the members of the Board to possess. The Nominating and Corporate Governance Committee selects candidates for director based on their character, judgment, diversity of experience, independence, corporate experience, length of service, potential conflicts of interest, and their willingness and ability to devote sufficient time to effectively carry out their duties as a director.

Prior to each annual meeting of shareholders, the Nominating and Corporate Governance Committee will identify nominees first by reviewing the current directors whose term expires at the annual meeting of shareholders and who are willing to continue in service. These candidates are evaluated based on the criteria described above, including as demonstrated by the candidate’s prior service as a director, and the needs of the Board with respect to the particular talents and experience of its directors. In the event that a director does not wish to continue in service, the Nominating and Corporate Governance Committee determines not to nominate the director, or a vacancy is created on the Board as a result of a resignation, an increase in the size of the Board or other event, the Nominating and Corporate Governance Committee will consider various candidates for Board membership, including those suggested by members of the Nominating and Corporate Governance Committee, by other members of the Board, by any executive search firm engaged by the Nominating and Corporate Governance Committee and by shareholders. The Nominating and Corporate Governance Committee has from time to time retained an executive search firm to assist in sourcing potential candidates for our Board.

Shareholder Nominees. In addition, our articles of association contain provisions that address the process by which a shareholder may nominate an individual to stand for election to the Board at our annual meeting of shareholders. In order to nominate a candidate for director, a shareholder must give timely notice in writing to Ambarella, Inc.’s Secretary and comply with the provisions of our articles of association. To be timely, we must have received the shareholder’s notice not more than 120 days nor less than 90 days prior to the anniversary of the date our proxy statement was provided to shareholders in connection with the previous year’s annual meeting of shareholders. However, if we did not hold an annual meeting of shareholders in the prior year or if the date of the annual meeting of shareholders is more than 30 days before or after the anniversary date of the prior year’s annual meeting of shareholders, we must receive the shareholder’s notice not earlier than the close of business on the 120^th day prior to the Annual Meeting and not later than the close of business on the later of 90 days prior to the annual meeting of shareholders and the 10^th day after the day we provided such public disclosure of the

meeting date. Information required by the articles of association to be in the notice include the name and contact information for the candidate and the person making the nomination, the principal occupation or employment of the candidate, the class and number of Ambarella securities held by the candidate, and other information about the nominee that must be disclosed in proxy solicitations under Section 14 of the Securities Exchange Act of 1934 and the related rules and regulations under that Section. Any notice of director nomination must include the additional information required by Rule 14a-19(b) under the Exchange Act. We received no director nominees from our shareholders for the upcoming Annual Meeting. Shareholder nominations must be made in accordance with the procedures outlined in, and include the information required by, our articles of association and must be addressed to 3001 Tasman Drive, Santa Clara, CA 95054, Attn: Secretary. You can obtain a copy of our articles of association by writing to the Secretary at this address.

Director Voting Policy

The Board has adopted a director voting policy, which establishes that any director nominee who receives a greater number of “Withhold” votes than “For” votes in an uncontested election held in an annual meeting of shareholders shall submit his or her offer of resignation to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall evaluate the relevant facts and circumstances and recommend to the Board an action to be taken on the resignation offer. The Board will promptly publicly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation.

Communications with the Board

The Board has adopted a formal process by which shareholders may communicate with the Board or any of its directors. Shareholders who wish to communicate with the Board or an individual director may send a written communication addressed as follows: Ambarella Board Communication, 3001 Tasman Drive, Santa Clara, California 95054. Each communication will be reviewed by the General Counsel of Ambarella who will forward the communication to the Board or to any individual director to whom the communication is addressed unless the communication is of a commercial, frivolous or similarly inappropriate nature, in which case, the General Counsel will discard the communication.

Corporate Governance Principles and Practices

We believe our corporate governance initiatives comply with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC adopted thereunder. In addition, we believe our corporate governance initiatives comply with the rules of The Nasdaq Stock Market. The Board has adopted a Code of Business Conduct and Ethics that applies to each of our directors, officers and employees. This code addresses various topics, including:


v Compliance with laws, including Federal Corrupt Practices Act	v Selecting suppliers and fostering partnerships	v Payments to government personnel and political contributions

v Competition and fair dealing	v Equal employment and working conditions	v Corporate opportunities

v Record keeping	v Confidentiality	v Protection and use of Company assets

v Conflicts of interest	v Insider trading	v Giving and accepting of gifts

The Board also has adopted a Code of Ethics for our Chief Executive Officer and Senior Financial Officers, including our Chief Financial Officer and principal accounting officer, relating to ethical conduct, conflicts of interest and compliance with law. The Code of Conduct and the Code of Ethics for our Chief Executive Officer and Senior Financial Officers is available to shareholders on the investor relations portion of Ambarella’s website at

https://investor.ambarella.com/

. Any waiver to the Code of Business Conduct for an executive officer or director or any waiver of the Code of Ethics may only be granted by the Board or a committee of the Board and must be timely disclosed as required by applicable law. We also have implemented whistleblower procedures that establish formal protocols for receiving and handling complaints from employees. Any concerns regarding accounting or auditing matters reported under these procedures will be communicated promptly to our Audit Committee.

Insider Trading Policy and Compliance

Our Board has adopted an Insider Trading Policy governing the purchase, sale, and/or other disposition of our securities by directors, officers, employees, and other covered persons. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy has been filed as an exhibit to our Annual Report on Form

10-K.

From time to time, we may engage in transactions in our own securities. We comply with all applicable securities laws when engaging in transactions in our securities.

Corporate Sustainability

We are committed to sound corporate citizenship in the way we manage our people, our business, and our impact on society and the environment. Our Nominating and Corporate Governance Committee oversees the Company’s development and disclosure of policies and programs relating to corporate responsibility. Our executive management team is responsible for directly leading the Company’s sustainability initiatives. The Nominating and Corporate Governance Committee coordinates with senior management on the periodic presentation of sustainability activities to the Board. We are currently focusing our efforts on where we can have the most positive impact on our business and we are intent on managing both opportunities and risks that arise from sustainability matters.

Table of Contents

Our Workforce

Innovation is the lifeblood of our company. Since our founding, we have strived to develop leading-edge technologies using the most advanced semiconductor processes. As a fabless semiconductor company, our people are our most important asset and we rely upon them to sustain our competitive advantage. It is our aim to build and maintain an inclusive workforce that fosters broad perspectives to solving challenges. The majority of our employees are from diverse ethnic backgrounds, though this is partly due to a large majority of employees being located outside of the United States, primarily in Asia. As of January 31, 2026, women represented 15% of senior management, 17% of our technical roles, and 21% of our total workforce.

We are committed to ensuring the human rights of our worldwide workforce and treating all employees with dignity and respect. We believe our compensation and benefits packages, combined with our culture that promotes teamwork, innovation and immediate

hands-on

experience, contribute to a relatively low employee turnover. Our 7.7% worldwide voluntary employee turnover rate for fiscal year 2026 was higher than our historical norm but remained below the industry average. We offer a combination of competitive base salary, time-based equity incentives and bonus plans linked to financial and strategic performance that are designed to motivate and reward personnel with annual grants of stock-based and cash-based incentive compensation awards, plus other benefits, in order to increase shareholder value and our success by motivating such individuals to perform to the best of their abilities and achieve both our short and long-term objectives.

We emphasize continued employee education and offer tuition reimbursement benefits as

part

of our overall compensation package. In addition, we have implemented a formalized training program for all employees as part of our effort to help employees develop and/or improve their knowledge, skills and expertise.

Employees are encouraged to communicate openly with management without fear of reprisal or harassment. All employees receive an annual performance review. We pursue open communication with our employees through regular town-hall style meetings and the collection of feedback from our employees on a regular basis. We respect the rights of employees to associate freely, seek representation or join workers’ councils in accordance with local laws. We conduct periodic employee surveys focused on matters such as employee engagement and job satisfaction. Over 75% of our employees participated in our survey in 2025, with employee collaboration, job resources, inclusion, and leadership rated highly.

Our Supply Chain

We are committed to promoting the highest level of integrity and ethical standards throughout our supply chain. We have adopted a supplier code of conduct (“Supplier Code”) to ensure our suppliers meet our standards as well as industry expectations and internationally recognized standards regarding: (i) labor and human rights, health and safety, and treatment of employees; (ii) environmental responsibility; (iii) ethical business practices; and (iv) compliance with applicable laws and regulations. Our Supplier Code applies to our suppliers, as well as their employees and subcontractors. In addition, our foundry and primary assembly vendors have committed to the principles of the Responsible Business Alliance, including the protection of human and workers’ rights.

The Environment

We acknowledge our responsibility to ensure our products are designed, developed, and supplied in an environmentally safe and sound manner. We are committed to promoting environmental protection and sustainability, from the product design phase, through manufacture, sale and distribution. With innovative process technology and design, we seek to enhance sustainability through the products we provide to our customers. As a fabless semiconductor design company, we do not manufacture our products and, with respect to our direct activities, we believe we leave a relatively small environmental impact compared to the impact of manufacturers or others in our supply chain. Our primary manufacturing partner has made a public commitment to integrating sustainability into its manufacturing process. We aim to improve our own sustainability efforts as we pursue these goals:

•

We aim to develop energy-efficient products that are lower power than our competitors and enable our customers to produce products with lower energy consumption.

•

We have been certified as ISO 14001-compliant for the design and manufacture of our products. We also require our third-party manufacturing vendors to maintain ISO 14001 registrations.

•

We partner with companies in our supply chain that have strong environmental policies and we commit to ensuring that these companies comply with global standards and maintain appropriate certifications.

•

We support key initiatives to reduce the environmental impact of our products and the manufacturing processes of our supply chain, including compliance with the Restriction of Hazardous Substances Directive (“RoHS”), the European Union’s REACH Directive.

Good Governance

We strive to apply strong ethical, moral and legal principles in every aspect of our business conduct. Adherence to these principles is essential to our efforts to gain and maintain the confidence and support of our employees, our customers, partners with whom we do business, and our shareholders.

We comply with all laws and regulations that apply to the Company in the communities where we do business. However, this legal compliance is simply the baseline, establishing the minimum requirements for good corporate conduct. In addition to following the letter of the law, we strive to comport ourselves with integrity and transparency.

Shareholder Engagement

Our Board is committed to representing the interests of all our stakeholders. We value our shareholders’ governance views and seek feedback from our shareholders on a regular basis relating to matters that are important to them. Our Chief Executive Officer, Chief Financial Officer and Vice President of Investor Relations regularly participate in investor conferences and conduct meetings and telephone calls with shareholders. We will continue to assess our board and corporate structures and policies against changing business conditions and shareholder feedback.

DIRECTOR COMPENSATION

We believe our non-employee director compensation program provides reasonable compensation to our non-employee directors that is appropriately aligned with our peers and is commensurate with the services and contributions of our non-employee directors. Our non-employee directors receive compensation consisting of annual cash retainers for service on our Board and its standing committees, as well as equity grants awarded on an annual recurring basis as they remain a member of the Board. Non-employee directors joining the Board may also receive an equity grant in connection with their appointment to the Board. Our Compensation Committee periodically reviews compensation for our non-employee directors, including review of competitive practices provided by a third-party compensation consultant. During fiscal year 2026, the Board approved, at the recommendation of the Compensation Committee and following the Compensation Committee’s review of peer company data and consultation with our compensation consultant, a modification to the cash retainer portions of the director compensation program.

Cash Retainers. Effective as of May 27, 2025, the Board approved an increase in the annual retainer paid to our non-employee directors from $45,000 to $50,000, prorated for partial service in any year and paid in cash at the end of each quarter for service during the previous quarter. The individual acting as lead independent director is paid an additional retainer of $25,000 (increased from $20,000 in fiscal year 2025) annually for serving in that role. In addition to the annual retainer for serving on the Board, non-employee directors are also paid cash retainers for committee service. During fiscal year 2026, the Board also approved certain increases in the annual retainers paid to chairpersons and members of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee as follows:

Annual Cash Retainers Paid for Committee Service During Fiscal Year 2026 Prior to May 27, 2025


Committee	Annual Member Retainer		Annual Chairperson Retainer
Audit Committee	$	10,000	$	20,000
Compensation Committee	$	7,500	$	15,000
Nominating and Corporate Governance	$	5,000	$	10,000

Annual Cash Retainers Paid for Committee Service During Fiscal Year 2026 On or After May 27, 2025


Committee	Annual Member Retainer		Annual Chairperson Retainer
Audit Committee	$	10,000	$	25,000
Compensation Committee	$	10,000	$	20,000
Nominating and Corporate Governance	$	5,000	$	15,000

Stock Compensation. For fiscal year 2026, the equity award compensation structure for our non-employee directors remained the same as was adopted in fiscal year 2017. Each continuing director received a restricted stock unit award with a grant date fair value (determined in accordance with U.S. generally accepted accounting principles) of approximately $200,000 vesting quarterly over 12 months following the vesting commencement date of September 15, 2025, subject to continued service through the applicable vesting dates. Accordingly, on September 2, 2025, each of the non-employee directors who were then serving on the Board received a restricted stock unit award covering 2,498 shares. On February 28, 2025, Ms. Breithaupt received a restricted stock unit award covering 2,442 shares in connection with her initial appointment to the Board, which award had a grant date value of $150,000, that vested in three equal, quarterly installments on March 15, 2025, June 15, 2025 and September 15, 2025, subject to continued service through the applicable vesting dates.

Outstanding equity awards granted to our non-employee directors are subject to the terms and conditions of our Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) which provides a fiscal year annual

limit of $500,000 on the total value of equity compensation and cash retainers that may be paid to each non-employee director, with this limit increased to $1,000,000 in the fiscal year of a new director’s initial service as a non-employee director. For these purposes, the value of an equity compensation award is determined as its grant date fair value, which is determined in accordance with U.S. generally accepted accounting principles. Any equity awards or other compensation provided to an individual for his or her services as an employee, or for his or her services as a consultant other than as a non-employee director, do not count toward these limits.

Under the terms of the 2021 Plan, if awards, including those of our non-employee directors, are not assumed or substituted for in the event of a merger or change in control of the Company, all awards accelerate in full, and for awards with performance-based vesting, all performance goals or other vesting criteria are deemed achieved at 100% of target levels and all other terms and conditions met. The 2021 Plan also provides that if equity awards granted to non-employee directors are assumed or substituted for in a merger or change in control but, on or after such assumption or substitution, the individual’s status as a director (or director of the successor) is terminated other than by a voluntary termination not requested by the acquirer, the non-employee director’s equity awards immediately vest in full, and for awards with performance-based vesting (if any), all performance goals or other vesting criteria are deemed achieved at 100% of target levels and all other terms and conditions met.

Stock Ownership Guidelines. The Board believes that all directors should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our shareholders. We maintain stock ownership guidelines that apply to our named executive officers and non-employee directors. This policy requires non-employee directors to attain and maintain a minimum share ownership level equal to at least five times the annual cash retainer, i.e., $250,000, within five years of becoming a director. Additional details regarding the stock ownership guidelines, including such guidelines applicable to our named executive officers (including those who are employee directors) are set forth in the section titled “Executive Compensation – Compensation Discussion & Analysis – Stock Ownership Guidelines” below. As of January 31, 2026, all of our non-employee directors and employee directors satisfied the equity ownership guidelines.

Director Compensation for Fiscal Year 2026

The following table sets forth the compensation paid or accrued by us to our non-employee directors during fiscal year 2026. The table excludes Dr. Wang, who did not receive any additional compensation from us in his role as a director because he is also an employee of Ambarella, and Mr. Bryant, who was appointed to the Board after the completion of fiscal year 2026.


Name	Fees Earned or Paid in Cash ($)		Restricted Stock Awards ($)(1)(2)			Total ($)
Chantelle Y. Breithaupt		57,083		350,027	⁽³⁾		407,110
Hsiao-Wuen Hon		55,625		200,015	⁽⁴⁾		255,640
Chenming C. Hu		70,000		200,015	⁽⁵⁾		270,015
Christopher B. Paisley		74,167		200,015	⁽⁶⁾		274,182
D. Jeffrey Richardson		91,042		200,015	⁽⁷⁾		291,057
Elizabeth M. Schwarting		66,250		200,015	⁽⁸⁾		266,240

(1)	The dollar amounts in this column represent the aggregate full grant date fair value calculated in accordance with FASB ASC Topic 718, determined based on the fair market value of our ordinary shares on the grant date.

(2)

Represents restricted stock unit awards, each covering 2,498 ordinary shares granted on September 2, 2025 to the then serving non-employee directors. Also includes a restricted stock unit award for 2,442 ordinary shares granted to Ms. Breithaupt on February 28, 2025, in connection with her initial appointment to the Board.

(3)	As of January 31, 2026, Ms. Breithaupt held an outstanding restricted stock unit award covering 1,874 shares.

(4)	As of January 31, 2026, Dr. Hon held an outstanding restricted stock unit award covering 1,874 shares.

(5)	As of January 31, 2026, Dr. Hu held an outstanding restricted stock unit award covering 1,874 shares.

(6)	As of January 31, 2026, Mr. Paisley held an outstanding restricted stock unit award covering 1,874 shares.

(7)	As of January 31, 2026, Mr. Richardson held an outstanding restricted stock unit award covering 1,874 shares.

(8)	As of January 31, 2026, Ms. Schwarting held an outstanding restricted stock unit award covering 1,874 shares.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP as Ambarella’s independent registered public accounting firm, or independent auditors, for the fiscal year ending January 31, 2027, and has further directed that management submit the appointment of independent auditors for ratification by the shareholders at the Annual Meeting. PricewaterhouseCoopers LLP has audited Ambarella’s financial statements since fiscal year 2007. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither Ambarella’s Articles of Association nor other governing documents or law require shareholder ratification of the appointment of PricewaterhouseCoopers LLP as Ambarella’s independent auditors. However, the Audit Committee is submitting the appointment of PricewaterhouseCoopers LLP to shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the appointment, the Audit Committee will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of Ambarella and its shareholders.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting will be required to ratify the appointment of PricewaterhouseCoopers LLP. Abstentions and broker non-votes, although counted toward the quorum requirement, will not be counted towards the vote total for this proposal.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to Ambarella by PricewaterhouseCoopers LLP for the fiscal years ended January 31, 2026 and 2025, respectively, all of which were approved by the Audit Committee:


	Fiscal Year Ended January 31,
	2026 ($)		2025 ($)
Audit Fees(1)		1,565,000		1,679,500
Audit-Related Fees		—		—
Tax Fees(2)		129,500		5,500
All Other Fees(3)		2,000		2,000

Total Fees		1,696,500		1,687,000

(1)

Audit Fees. The aggregate fees billed for the fiscal years ended January 31, 2026 and 2025 were for professional services rendered for the audits of our consolidated financial statements and our internal control over financial reporting, the review of our interim consolidated financial statements included in quarterly reports, and other matters related to the SEC. The aggregate fees billed for fiscal year 2025 also included fees for services rendered in connection with a registration statement on Form S-8.

(2)	Tax Fees. The aggregate fees billed for the fiscal years ended January 31, 2026 and 2025 were for tax advisory and tax compliance services related to tax research and tax planning services in the United States and foreign countries in which we do business.

(3)	All Other Fees consists of fees for access to online accounting and tax research software licenses.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent auditors, PricewaterhouseCoopers LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditors or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of the services described above by PricewaterhouseCoopers LLP is compatible with maintaining the principal accountant’s independence.

Resolution

We ask that you vote “FOR” the following resolution:

RESOLVED that the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending January 31, 2027 be confirmed, ratified and approved in all respects.

Vote Required

Ratification of the appointment of PricewaterhouseCoopers LLP requires the affirmative vote of a majority of the shares present and voting at the Annual Meeting in person or by proxy. Abstentions and broker non-votes, although counted toward the quorum requirement, will not be counted towards the vote total for this proposal. Unless otherwise indicated, proxies received will be voted “FOR” ratification of the appointment. In the event ratification is not obtained, the Audit Committee will review its future appointment of our independent registered public accountants.

The Board recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

REPORT OF THE AUDIT COMMITTEE¹

The Audit Committee provides assistance to the Board of Directors in fulfilling its legal and fiduciary obligations in matters involving Ambarella’s accounting, auditing, financial reporting, internal control and compliance functions by approving the services performed by Ambarella’s independent accountants and reviewing their reports regarding Ambarella’s accounting practices and systems of internal accounting controls as set forth in a written charter adopted by the Board. Ambarella’s management is responsible for preparing Ambarella’s financial statements and the independent registered public accountants are responsible for auditing those financial statements. The Audit Committee is responsible for overseeing the conduct of these activities by Ambarella’s management and the independent registered public accountants.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accountants. Management represented to the Audit Committee that Ambarella’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accountants. The Audit Committee has discussed with the independent registered public accountants matters required to be discussed by the Public Company Accounting Oversight Board and the SEC. In addition, the independent registered public accountants provided to the Audit Committee the written disclosures required by Public Company Accounting Oversight Board Rule 3526 (Communication with Audit Committees Concerning Independence) and the Audit Committee and the independent registered public accountants have discussed such accountants’ independence from Ambarella and its management. The Audit Committee has discussed with Ambarella’s internal and independent registered public accountants, with and without management present, their evaluations of Ambarella’s internal accounting controls and the overall quality of Ambarella’s financial reporting.

In reliance on the reviews and discussions with management and the independent registered public accountants referred to above, the Audit Committee recommended to the Board, and the Board approved, the inclusion of the audited financial statements in Ambarella’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, for filing with the SEC.

Christopher B. Paisley (Chairman)

Chantelle Y. Breithaupt

Chenming C. Hu

Elizabeth M. Schwarting

¹	The material in this report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing by Ambarella under the Securities Act of 1933 or the Securities Exchange Act of 1934.

PROPOSAL 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), allows our shareholders to vote to approve, on an advisory basis, the compensation of our named executive officers. At our annual meeting of shareholders held in 2021, the Company’s shareholders approved, on an advisory basis, soliciting a shareholder advisory vote on the compensation of our named executive officers on an annual basis and the Company holds such advisory votes on the compensation of our named executive officers annually. Accordingly, this year we again are asking our shareholders to provide an advisory vote to approve the compensation of our named executive officers, including as disclosed in the Compensation Discussion and Analysis section, along with the accompanying compensation tables and narrative disclosures as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers.

The “say-on-pay” vote is advisory, and as such is not binding on the Company, but it does provide the Compensation Committee with valuable information about shareholder opinion of our executive compensation policies and programs for consideration when determining executive compensation in the future. After the “say on pay” vote at this year’s annual meeting of shareholders, we anticipate that the next “say-on-pay” vote will be scheduled to occur at the Company’s annual meeting of shareholders in 2027.

Please see the Compensation Discussion and Analysis section of this Proxy Statement beginning on page 30, the accompanying compensation tables and the narrative disclosures for greater detail about our executive compensation programs, including information about the fiscal year 2026 compensation of our named executive officers. We believe that our executive compensation programs have been effective in achieving long-term alignment of management and shareholder interests, consistent with the Company’s philosophy on pay and performance.

Resolution

We ask that you vote “FOR” the following resolution:

RESOLVED: on an advisory basis, that the compensation of the named executive officers, as disclosed in the Proxy Statement furnished for the 2026 Annual Meeting of Shareholders pursuant to the compensation disclosure rules and regulations of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and the narrative discussion be confirmed, ratified and approved in all respects.

Vote Required

Approval, on an advisory basis, of named executive officer compensation requires the affirmative vote of a majority of the shares present and voting at the Annual Meeting in person or by proxy. Abstentions and broker non-votes, although counted toward the quorum requirement, will not be counted towards the vote total for this proposal. Unless otherwise indicated, proxies received will be voted “FOR” approval, on an advisory basis, of named executive officer compensation.

The Board unanimously recommends a vote FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

EXECUTIVE OFFICERS

The following table sets forth certain information about our current executive officers and their respective ages as of March 31, 2026. There are no family relationships among any of our directors or executive officers.


Name	Age		Position(s)
Feng-Ming (Fermi) Wang, Ph.D.		62	Chairman of the Board of Directors, President and Chief Executive Officer
John A. Young		55	Chief Financial Officer
Chan W. Lee		57	Chief Operating Officer
Chi-Hong (John) Ju		65	Sr. Vice President, Systems
Yun-Lung (Michael) Chen		61	Vice President, Business Development

Feng-Ming (Fermi) Wang. For a brief biography of Dr. Wang, please see “Proposal 1 – Election of Class II Directors” above.

John A. Young has served as our Chief Financial Officer since February 2024. Mr. Young served as our Vice President, Finance from December 2019 to January 2024 and as Corporate Controller from March 2017 to December 2019. Prior to joining Ambarella, Mr. Young served in a variety of finance related roles at Mellanox Technologies, a supplier of computer networking products, from 2009 to 2016, including most recently as Corporate Controller. Mr. Young holds a B.A. degree from Brigham Young University and an M.S. in accountancy from San Jose State University.

Chan W. Lee was a member of the Company’s founding team and has served as Chief Operating Officer since September 2021. Before his appointment as Chief Operating Officer, Mr. Lee served as Vice President, VLSI since February 2004. Prior to joining the Company, Mr. Lee held management-level positions at Afara Websystems, Inc., a developer of throughput-oriented microprocessor technology that was acquired by Sun Microsystems in 2002, and Intel Corporation, a semiconductor company. Mr. Lee holds B.S. and M.S. degrees in electrical engineering from Cornell University.

Chi-Hong (John) Ju was a member of the Company’s founding team, and has served as Sr. Vice President, Systems since September 2021. Prior to that, Mr. Ju served as Vice President, Software since February 2004. Before joining the Company, Mr. Ju held management-level positions at Afara Websystems, C-Cube Microsystems, Inc., a developer of digital video processors, and Sarnoff Research Lab, a pioneer of video technology. Mr. Ju holds a B.S. degree in electrical engineering from National Taiwan University and a M.S. degree in electrical and computer engineering from Princeton University.

Yun-Lung (Michael) Chen has served as our Vice President, Business Development since June 2011, and was Sr. Director of Sales from January 2005 to June 2011. Prior to joining Ambarella, Mr. Chen was Director of Sales for Marvell Technology, a semiconductor company, from December 2002 to October 2003. From October 1997 to October 2002, Mr. Chen served as Director of Sales for Wintech Microelectronics, a distributor of electronics. Mr. Chen holds a B.S. degree in industrial engineering from Tung Hai University in Taiwan.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation programs and policies, as well as the compensation decisions made under those programs, for our named executive officers (“NEOs”) for fiscal year 2026, ended January 31, 2026. Our NEOs for fiscal year 2026 were:


Name		Position(s)
Feng-Ming (Fermi) Wang, Ph.D.		Chairman of the Board of Directors, President and Chief Executive Officer
John A. Young		Chief Financial Officer
Leslie Kohn		Chief Technology Advisor and Former Chief Technology Officer and Director
Chan Lee		Chief Operating Officer
Chi-Hong (John) Ju		Sr. Vice President, Systems

Mr. Kohn resigned his roles as an executive officer and director of the Company in November 2025 but continues to serve as Chief Technology Advisor of the Company.

The information contained in this Compensation Discussion and Analysis should be read in connection with the compensation tables below, which provide a detailed view of the compensation paid to our NEOs in fiscal year 2026.

Overview

Our executive compensation program is designed to attract, retain and reward leaders who are critical to managing our business, executing our strategy, achieving our growth objectives, and fostering the high-performing workforce needed to support our long-term success. Our industry is characterized by high demand and intense competition for talent, including management talent, and we frequently compete for talent with companies much larger than us. In this environment, we provide a total compensation package that we believe is competitive, performance-oriented and aligned with shareholder interests, and that is intended to achieve the following:

•

motivate and reward high-performing leaders whose skills, judgment and execution are critical to our success;

•

link a meaningful portion of total compensation to achievement of annual corporate objectives and individual performance;

•

create long-term incentives to increase shareholder value and deliver revenue growth, with a significant portion of compensation in the form of performance-based restricted stock units (“PRSUs”) tied to relative total shareholder return and revenue growth over a three-year period; and

•

provide total compensation that is fair, reasonable and competitive.

Executive Summary

Fiscal Year 2026 Business Highlights

Ambarella is a leading developer of low-power system-on-a-chip (SoC) semiconductors and software for edge and physical artificial intelligence (AI) applications and intelligent automation. Until 2023, a majority of our revenue originated from human-viewing only applications with video and image processors for enterprise, public infrastructure and home applications, such as security cameras, sports and wearable cameras, aerial drones, and automotive video recorders. Our recent development efforts have focused on creating advanced AI

inference technology that enables edge devices to perceive, reason about, and interact with the physical world based on the data collected from cameras and other types of sensors. This edge AI market, where devices must make autonomous decisions by acting as intelligent agents at the edge, is nascent but growing quickly. Our products today target a wide variety of human viewing and edge AI applications, including a variety of video security cameras, automotive camera systems, fixed robots, autonomous mobile robots, industrial applications, intelligent transportation systems, and consumer devices. We have established a strong position in the edge AI market, having shipped 45 million edge AI SoCs and built a product portfolio supporting more than 200 different AI model architectures, but keeping this momentum will require continued access to top talent.

We achieved several notable milestones during fiscal year 2026 in our ongoing expansion into the edge AI market, including:

•

Achieving record annual revenue of $390.7 million, an increase of 37% over the prior year;

•

Continuing to increase the percentage of our total revenue from our AI inference SoCs;

•

Extending our history of net cash flow from operations while maintaining zero debt;

•

Taping out our first 4 nanometer and 2 nanometer SoC designs, to provide expanded AI processing for a wide range of edge AI perception applications with lower power consumption than our current products;

•

Continuing penetration of our edge AI SoCs into advanced security cameras, automotive fleet telematics, automotive in cabin systems, access control, and AI-enabled portable consumer electronics; and

•

Introducing our new Ambarella Developer Zone, designed to support Ambarella’s ecosystem of partners to learn, build and deploy edge AI applications using Ambarella technology on a variety of edge systems.

Fiscal Year 2026 Executive Compensation Highlights

We believe our compensation programs support disciplined pay-for-performance outcomes and have been effective in attracting, retaining, and motivating our employees and executives. Key fiscal year 2026 compensation highlights include:

•

Base Salaries: In February 2024, in light of a challenging business environment, the Compensation Committee reduced the base salaries of our chief executive officer (“CEO”) and other NEOs for fiscal year 2025. Following a recovery in fiscal year 2025 and better outlook for fiscal year 2026, the Compensation Committee reinstated the prior base salaries of our CEO and other NEOs and provided market-based increases of 2.5% and 3.5%, respectively.

•

Annual Bonus Awards: The Company made individual awards under our fiscal year 2026 annual bonus plan to NEOs that were 136% -153% of target, reflecting the Company’s financial performance, achievement of annual corporate goals established at the beginning of the year, and individual contributions.

•

Long-Term Incentive Compensation Awards:

•

The Company granted restricted stock unit (“RSU”) and PRSU awards to our CEO and other NEOs based on a 50/50 split between RSUs and PRSUs. Approximately 84% of our CEO’s, and, on average, 80% of our other NEOs’, target total direct compensation (salary, bonus opportunity and long-term equity awards) consisted of RSUs and PRSUs.

•

Consistent with the prior fiscal year, fiscal year 2026 PRSUs are subject to a three-year relative total shareholder return (“TSR”) performance metric measured against an index of the semiconductor companies included in the Russell 2000 Index.

•

To emphasize revenue growth, and consistent with the prior fiscal year, PRSUs awarded in fiscal year 2026 also include a three-year cumulative revenue average growth rate performance (Revenue CAGR) metric.

•

The Compensation Committee certified the Company’s TSR performance for PRSUs granted in 2023 at the 50^th percentile of the peer group, resulting in a 100% payout of these PRSU awards.

Aligning Pay for Performance

The cornerstone of our executive compensation program is pay for performance. While we provide competitive base salaries and benefits, a significant portion of our NEOs’ compensation opportunity is variable and tied to performance through annual cash incentives and long-term equity awards. As our business continues to transition from legacy consumer camera markets to edge AI applications, our compensation programs are intended to motivate our employees and executives to execute strategic initiatives that we believe will make us successful and to align management with shareholders by incentivizing sustainable, long-term growth.

To that end, a majority of our NEOs’ fiscal year 2026 target total direct compensation was variable and long-term oriented, with a substantial portion explicitly performance based. The composition of the total annual compensation of our CEO and other NEOs for fiscal year 2026, as reported in the Summary Compensation Table further below, was as follows:

CEO FY2026 Compensation

Other NEO FY2026 Compensation

LOGO

Corporate Governance Best Practices

What we do:

What we don’t do:

✓

Link pay and performance by establishing corporate performance objectives under our fiscal year 2026 plan and granting a substantial portion of pay in the form of equity awards, including performance-based awards

✓

Have robust stock ownership guidelines for our NEOs

✓

Have a clawback policy for performance-based compensation paid to our NEOs

✓

Have double-trigger change in control provisions in our NEO severance agreements

✓

Have an independent compensation consultant that is engaged by, and assists, our Compensation Committee

✓

Conduct annual “say-on-pay” advisory votes

✓

Engage in discussions with shareholders regarding our executive compensation programs

✓

Regular review by our Compensation Committee of our compensation-related risk profile

✗

No employment agreements with NEOs other than standard change in control severance agreements

✗

No hedging or pledging of company stock by directors or NEOs

✗

No excessive perquisites to NEOs

✗

No “tax gross-ups”, except in case of legacy agreements with two company founders

Shareholder Feedback and Shareholder Advisory Votes

We seek to engage with shareholders to solicit feedback relating to executive compensation and corporate governance practices. Members of our management team regularly conduct meetings and telephone calls with shareholders. During our fiscal year 2025 engagement, our Lead Independent Director, General Counsel and Vice President of Corporate Development and Investor Relations met with shareholders representing over 23% of our total shares outstanding. Discussion topics included: a proposed amendment to our omnibus Equity Incentive Plan, executive compensation, our Board assessment and refreshment processes, and corporate governance and sustainability. Feedback from shareholders is considered by the Compensation Committee in structuring the executive compensation program and such feedback has led to changes in our compensation program from time to time.

We conduct annual Say-on-Pay advisory votes, which have received strong support since 2019. Most recently, our Say-on-Pay proposals at the 2023, 2024 and 2025 annual shareholder meetings resulted in votes of approximately 89%, 88% and 93%, respectively, in favor of the executive compensation program. In light of such consistently strong support, we generally maintained the structure of our executive compensation program for fiscal year 2026.

Framework for Determining Executive Compensation

Since our initial public offering in 2012, we have continued to make incremental changes to our executive compensation program to adopt practices that are appropriate for the Company given our business, industry, size, growth, and other factors. We have engaged an independent compensation consultant, including for fiscal

year 2026, which assists our Compensation Committee in determining executive compensation. We previously have considered and used different types of equity awards to grant our NEOs, and over the last few years have granted a mix of RSUs and PRSUs, as we continuously strive to establish a mix that appropriately emphasizes pay for performance, compensation that is competitive with the market and provide appropriate incentive to drive our business success and retain our key talent.

The Role of the Compensation Committee and Board of Directors

The Compensation Committee is primarily responsible for the executive compensation program for our executive officers. The Compensation Committee reports to the Board on its discussions and actions and, in some cases, recommends to the Board the decisions to be made and other actions to be taken with regard to our executive officers’ compensation. The Compensation Committee formally met five times during fiscal year 2026, to review and discuss matters related to compensation of our employees and executive officers (as well as to discharge such other duties as necessary or appropriate). Portions of these meetings were held with members of management in attendance and each meeting included a closed session portion without members of management present. The meetings also included members of our compensation consultant (as described below). Our Compensation Committee’s decisions regarding executive compensation are based on the Compensation Committee’s assessment of the performance of the Company and each individual executive officer, as well as other factors as the Compensation Committee may deem relevant, such as prevailing industry trends, the competitive market for executive talent, and compensation practices of our peers.

The Role of Management

A key objective of our executive compensation program is to align compensation with our business strategy and the interests of our shareholders. Our Compensation Committee receives input from our CEO on business operations and the compensation rewards and incentives that would be most effective in achieving this alignment. Our CEO also provides recommendations regarding base salary, short term bonus and long-term incentive compensation for our NEOs (other than for himself) based on the Company’s operating results, an NEO’s individual role and contributions, internal pay equity, and retention. Our CEO attends certain Compensation Committee meetings and is involved in the process of setting our NEOs’ compensation, provided that our CEO does not make recommendations as to his own compensation or participate in Compensation Committee discussion of his own compensation. Our Vice President of Human Resources also meets with our Compensation Committee and our compensation consultant to provide data and develop our broad compensation programs. Our Compensation Committee considers management’s recommendations but is not required to follow any recommendations and may adjust compensation up or down as it determines in its discretion. Our Compensation Committee reviews the recommendations and other data and approves or makes recommendations to the Board as to each NEO’s total compensation, as well as each individual compensation component.

The Role of the Compensation Consultant

The Compensation Committee has the authority to appoint and retain a compensation consultant. The reasonable fees for services rendered by the compensation consultant are paid by the Company. For fiscal year 2026, our Compensation Committee engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) to provide compensation consulting services and Semler Brossy served at the discretion of the Compensation Committee. Services provided by Semler Brossy included presenting market data and compensation practices of our compensation peer group companies (as described below) to the Compensation Committee; advising on executive compensation trends; analyzing our NEOs’ salary, short-term incentive and equity incentive compensation in relation to market data; assisting the Compensation Committee with evaluating our equity incentive program and our annual bonus program to ensure they are aligned with desired objectives; assisting the Compensation Committee with a risk assessment; and attending Compensation Committee meetings as requested by the Compensation Committee. Semler Brossy provides no services to the Company other than those it provides to the Compensation Committee.

The Compensation Committee assesses Semler Brossy’s independence annually under SEC and Nasdaq standards and has concluded that Semler Brossy was independent and that no conflict of interest exists as to its work.

Peer Companies

In setting executive compensation for fiscal year 2026, our Compensation Committee considered the compensation data gathered by Semler Brossy for the Company’s peer group of companies, although it did not benchmark or otherwise target our compensation to any specific percentile or range with respect to our compensation peers. Rather, the Compensation Committee considers market data from the peer group alongside considerations such as each executive’s skill set, experience and role, as well company and individual performance. The peer group’s primary purpose is to inform on pay program design, relationship of pay and performance, and equity usage at companies of similar size and industry profile.

The Compensation Committee has utilized a peer group among semiconductor companies with revenue of approximately 1/3 to 3 times the then revenue of the Company and market capitalization of approximately 1/3 to 3 times the then market capitalization of the Company. The Compensation Committee, following consultation with Semler Brossy, has made adjustments to the peer group from time to time to maintain alignment of the peer group with the Company’s market cap, revenues, industry and growth profile.

Prior to fiscal year 2026, the Compensation Committee made several adjustments to the peer group. One company (Alteryx) was removed due to its acquisition, and one company (Indie Semiconductor) was added based upon its business alignment and market valuation. Several peer companies were retained in the group despite not meeting all the quantitative screening criteria based upon strong business alignment with the Company. This updated peer group was used for the basis of fiscal year 2026 compensation decisions, and included the following companies:


Alpha and Omega Semiconductor		MACOM Technology
Altair Engineering		MaxLinear
AppFolio		Power Integrations
C3.ai		Rambus
Cerence		Semtech
Impinj		SiTime
Indie Semiconductor		Synaptics
Lattice Semiconductor		Universal Display
Luminar

Elements of Executive Compensation

The compensation of our NEOs consists of the following principal components:

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base salary;

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performance-based bonuses;

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equity incentive awards, including performance-based awards; and

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severance and change of control benefits.

We strive to achieve an appropriate mix between cash compensation and equity incentive awards to meet our objectives. While we have historically had a high percentage of compensation provided in the form of equity, we do not apply any formal or informal policies or guidelines for allocating compensation between current and long-term compensation, or between cash and various equity-based awards.

Our Board, led by our Compensation Committee, generally conducts an annual review of our executive compensation, as well as the mix of components used to compensate our NEOs. In reviewing and setting the executive compensation for fiscal year 2026, our Compensation Committee and Board relied on its collective judgment, recommendations from Dr. Wang (for executives other than Dr. Wang), the relative pay among the management team members, and its assessment of each executive officer’s role, responsibilities and overall contribution to the business in determining the size and mix of compensation for each executive, and Semler Brossy’s analysis of executive pay practices of the Company’s compensation peers. Given our strong commitment to pay for performance, the large majority of each NEO’s target total direct compensation was variable and subject to the achievement of performance objectives that are important for the growth and success of the Company.

Base Salary

Our base salaries are intended to provide financial stability, predictability and security of compensation for our executive officers for fulfilling their core job responsibilities. The base salaries of our NEOs are based primarily on role, the scope of their responsibilities, experience, performance and contributions, and our Compensation Committee’s understanding of compensation paid to similarly situated executives. None of our NEOs has an employment agreement that provides for automatic or scheduled increases in base salary. Base salaries are reviewed by the Compensation Committee and adjusted from time to time to align salaries with market levels after considering an executive’s individual role and responsibilities, experience, expertise, performance, and our overall compensation budget.

For fiscal year 2025, in furtherance of the Company’s efforts to control expenses during a challenging period, the Compensation Committee approved decreases in base salaries for our CEO and other NEOs (other than Mr. Young), which resulted in base salaries for fiscal year 2025 that were 10% lower for our CEO and 5% lower for our other NEOs, as compared to fiscal year 2024. For fiscal year 2026, in light of the Company’s improved financial outlook and after reviewing industry benchmarks in consultation with Semler Brossy, the Compensation Committee increased base salaries for our CEO and other NEOs by first reinstating their base salaries to the pre-reduction (fiscal year 2024) levels and then providing market-based raises of 2.5% and 3.5%, respectively.

The following table sets forth the annual base salary for each of our NEOs for fiscal year 2026:


Name	Year 2026 Base Salary		Change from Fiscal Year 2025(1)			Change from Fiscal Year 2024
Fermi Wang	$	575,000		13.8	%		2.5	%
John Young(2)	$	310,440		3.5	%		—
Leslie Kohn	$	388,592		8.9	%		3.5	%
Chan Lee	$	352,176		8.9	%		3.5	%
John Ju	$	321,865		8.9	%		3.5	%

(1)	The “Change from Fiscal Year 2025” column reflects increases from fiscal year 2025 base salaries that were reduced versus fiscal year 2024 (10% for our CEO and 5% for our other NEOs, other than Mr. Young).

(2)	Mr. Young had his salary set at $300,000 for fiscal year 2025 in connection with his appointment as Chief Financial Officer effective at the beginning of the 2025 fiscal year.

Annual Performance-Based Bonuses

Overview of the Annual Bonus Program

Our NEOs are eligible to receive bonuses under our annual bonus plan established at the beginning of the fiscal year. Annual bonuses are intended to motivate executives to achieve, and reward executives for achieving, important corporate financial and operational goals, as well as individual performance.

Shortly after the Board approves the Company’s annual operating budget, the Board establishes an annual bonus pool for employees and executives. Target bonuses for our CEO and other NEOs are set as a percentage of base salary. For fiscal year 2026, these target bonus percentages remained consistent with fiscal year 2025.

The fiscal year 2026 bonus plan linked a portion of employee and executive compensation to our actual financial and operational performance. Consistent with our approach since fiscal year 2020, the fiscal year 2026 bonus plan was based on three equally-weighted (at target) performance metrics: (i) annual revenue, (ii) annual operating profit before bonus accruals, and (iii) a set of strategic objectives (four in fiscal year 2026).

After the Compensation Committee certifies performance against these goals, the bonus pool size is adjusted based on the level of achievement. The Compensation Committee then determines the amount awarded to each individual NEO, with input from the CEO, based on factors such as the executive’s role and individual contributions to the Company’s financial results and strategic objectives. The bonus award for Dr. Wang, as CEO, is recommended by the Compensation Committee and approved by the Board.

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Performance Metric Selection and Goal Setting.

As noted above, for fiscal year 2026, the executive bonus program was based on three equally-weighted, performance metrics: (i) annual revenue, (ii) annual operating profit before bonus accruals, and (iii) a set of strategic objectives. These metrics were selected because the Compensation Committee and Board believe they are important indicators of our performance as a growing company and reflect successful execution of our annual operating plan. While revenue remained an important focus for the Company’s overall business success, the operating profit goal helped to ensure that pursuing revenue and research & development was balanced with efforts to achieve profitable margins and manage expenses. The operating profit goal is a non-GAAP measure and refers to GAAP operating income, excluding (a) stock-based compensation and the associated tax impact and (b) bonus accruals. The strategic objectives metric consists of short-term objectives that support the Company’s efforts to expand its presence in the evolving edge AI market across a broader range of applications, including advanced video security cameras, automotive safety systems, fixed robots, autonomous mobile robots, and industrial applications, which we believe will create long term value for our stakeholders.

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The Compensation Committee established threshold, target and maximum achievement levels for each of the three performance metrics. After the Compensation Committee certifies performance against these metrics, the executive bonus pool is funded between 0% and a maximum of 167% of target based on the level of achievement. Failure to achieve threshold performance for any specific metric results in no payout for that portion of the bonus pool, and failure to achieve threshold performance for all metrics results in no bonus pool payout. Funding between performance levels is calculated using linear interpolation.

SEC Form DEF 14A filed by Ambarella Inc.