8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 23, 2026

Date of Report (date of earliest event reported)

AMBARELLA, INC.

(Exact name of Registrant as specified in its charter)

Cayman Islands	001-35667	98-0459628
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I. R. S. Employer<br><br>Identification No.)

3001 Tasman Drive

Santa Clara, CA 95054

(Address of principal executive offices)

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

N/A

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange<br><br>on which registered
Ordinary Shares, $0.00045 par value	AMBA	The Nasdaq Global Select Market

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

Emerging growth company ☐

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

Item 2.02	Results of Operations and Financial Condition

On February 26, 2026, Ambarella, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year 2026 ended January 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information in Item 2.02 of this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 23, 2026, the Company’s Board of Directors (the “Board”) appointed Gregory M. Bryant as a director to the Board and a member of the Board’s Compensation Committee, in each case effective as of February 23, 2026.

Mr. Bryant, age 57, 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 Masters degree in Program and Systems Management from Golden Gate University.

As a member of the Company’s Board, Mr. Bryant will receive the Company’s standard compensation for non-employee directors and will sign the Company’s form Indemnification Agreement. Additionally, Mr. Bryant will receive an initial restricted stock unit award with a value of $150,000 that will vest in three equal, quarterly installments on March 15, June 15 and September 15, 2026, which is consistent with the terms of the annual RSU grants made to continuing non-employee directors in September 2025. The Company previously disclosed the standard arrangements for non-employee directors in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 25, 2025. The Board has determined that Mr. Bryant is independent in accordance with the relevant rules and regulations of the Securities and Exchange Commission and listing standards of Nasdaq. There are no arrangements or understandings between Mr. Bryant and any other person pursuant to which he was selected as a director of the Company. There are no transactions between Mr. Bryant and the Company that would be reportable under Item 404(a) of Regulation S-K.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release dated February 26, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature

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

Dated: February 26, 2026	Ambarella, Inc.
	/s/ John A. Young
	Chief Financial Officer

EX-99.1

Exhibit 99.1

Ambarella, Inc. Announces Fourth Quarter and Fiscal Year 2026 Financial Results

February 26, 2026 —Santa Clara, Calif. – Ambarella, Inc. (NASDAQ: AMBA), an edge AI semiconductor company, today announced fourth quarter and full year fiscal 2026 financial results for the period ended January 31, 2026.

•	Revenue for the fourth quarter of fiscal 2026 was $100.9 million, up 20.1% from $84.0 million in the<br>same period in fiscal 2025. For the fiscal year ended January 31, 2026, revenue was $390.7 million, up 37.2% from $284.9 million for the fiscal year ended January 31, 2025.
•	Gross margin under U.S. generally accepted accounting principles (GAAP) for the fourth quarter of fiscal 2026 was<br>58.4%, compared with 60.0% for the same period in fiscal 2025. For the fiscal year ended January 31, 2026, GAAP gross margin was 59.2%, compared with 60.5% for the fiscal year ended January 31, 2025.
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•	GAAP net loss for the fourth quarter of fiscal 2026 was $16.4 million, or loss per diluted ordinary share of<br>$0.38, compared with a GAAP net loss of $20.2 million, or loss per diluted ordinary share of $0.48, for the same period in fiscal 2025. GAAP net loss for the fiscal year ended January 31, 2026 was $75.9 million, or loss per diluted<br>ordinary share of $1.78. This compares with GAAP net loss of $117.1 million, or loss per diluted ordinary share of $2.84, for the fiscal year ended January 31, 2025.
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Financial results on a non-GAAP basis for the fourth quarter and full year fiscal 2026 are as follows:

•	Gross margin on a non-GAAP basis for the fourth quarter of fiscal 2026<br>was 59.8%, compared with 62.0% for the same period in fiscal 2025. For the fiscal year ended January 31, 2026, non-GAAP gross margin was 60.7%, compared with 62.7% for the fiscal year ended<br>January 31, 2025.
•	Non-GAAP net profit for the fourth quarter of fiscal 2026 was<br>$5.5 million, or earnings per diluted ordinary share of $0.13. This compares with non-GAAP net profit of $4.8 million, or earnings per diluted ordinary share of $0.11, for the same period in fiscal<br>2025. Non-GAAP net profit for the fiscal year ended January 31, 2026 was $26.9 million, or earnings per diluted ordinary share of $0.62. This compares with<br>non-GAAP net loss of $6.8 million, or loss per diluted ordinary share of $0.16, for the fiscal year ended January 31, 2025.
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Based on information available as of today, Ambarella is offering the following guidance for the first quarter of fiscal year 2027, ending April 30, 2026:

•	Revenue is expected to be between $97.0 million and $103.0 million
•	Gross margin on a non-GAAP basis is expected to be between 59.0% and<br>60.5%
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•	Non-GAAP operating expenses are expected to be between $55.0 million<br>and $58.0 million
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Ambarella reports gross margin, net income (loss) and earnings (losses) per share in accordance with GAAP and, additionally, on a non-GAAP basis. Non-GAAP financial information excludes the impact of stock-based compensation and acquisition-related costs adjusted for the associated tax impact, which includes the effect of any benefits or shortfalls recognized. A reconciliation of the GAAP to non-GAAP gross margin, net income (loss) and earnings (losses) per share for the periods presented, as well as a description of the items excluded from the non-GAAP calculations, is included in the financial statements portion of this press release.

Total cash, cash equivalents and marketable debt securities on hand at the end of the fourth quarter of fiscal 2026 was $312.6 million, compared with $295.3 million at the end of the prior quarter and $250.3 million at the end of the same quarter a year ago.

“Our F2026 revenue grew 37%, achieving an annual revenue record. Edge AI SoCs represented 80% of revenue, all of which is generated from a broad range of physical AI applications leveraging our deep learning AI accelerator. We expect total revenue growth of 10% to 15% in F2027,” said Fermi Wang, President & CEO. “We continue to build upon our edge AI leadership as we execute on new products, enhance our Cooper Development Platform, build an indirect sales channel and establish a semi-custom/custom ASIC model. Our edge AI leadership stands out, with approximately $1 billion in cumulative edge AI revenue, a portfolio of 12 AI SoCs covering a wide variety of edge AI use cases, support for up to 34 billion parameter models, more than 370 unique customer AI projects in production, and at least 200 different model architectures implemented successfully on our AI SoCs.”

Stock Repurchase

During the second quarter of fiscal year 2026, Ambarella’s Board of Directors approved an extension of the current share repurchase program for an additional twelve months ending June 30, 2026. In the fourth quarter of fiscal year 2026, the company did not repurchase shares. In the first quarter of fiscal year 2026, the company repurchased a total of 24,152 shares for total consideration of approximately $1.0 million. The repurchased shares were recorded as authorized but unissued shares. As of today, there is approximately $48.0 million available for repurchase under the company’s stock repurchase program. The repurchase program does not obligate the company to acquire any particular amount of ordinary shares, and it may be suspended at any time at the company’s discretion.

Quarterly Conference Call

Ambarella plans to hold a conference call at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time today with Fermi Wang, President and Chief Executive Officer, and John Young, Chief Financial Officer, to discuss the fourth quarter of fiscal year 2026 results. A live and archived webcast of the call will be available on Ambarella’s website at http://www.ambarella.com/ for up to 30 days after the call.

About Ambarella

With an installed base of more than 42 million AI SoC units, Ambarella’s products are utilized in a wide variety of physical edge AI applications, spanning edge endpoint and edge infrastructure use cases including physical security, vehicle safety, telematics, autonomy, portable video, aerial drones, and other emerging robotic applications. Building on this footprint, Ambarella offers a full-stack edge AI platform, from highly optimized silicon and programmable software to AI agentic frameworks that coordinate perception, decision-making and control across devices. Ambarella’s low-power systems-on-chip (SoCs) integrate proprietary and highly efficient perception and deep learning neural network AI accelerators, enabling electronic systems to become more productive with partial or complete levels of machine autonomy. For more information, please visit www.ambarella.com.

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements that are not historical facts and often can be identified by terms such as “outlook,” “projected,” “intends,” “will,” “estimates,” “anticipates,” “expects,” “believes,” “could,” “should,” or similar expressions, including the guidance for the first quarter of fiscal year 2027 ending April 30, 2026, and the comments of our CEO relating to our expectation of future revenue growth, including for the full year of fiscal 2027, our ability to sustain our edge AI R&D investment and new product development, the breadth of our opportunities in edge AI applications, and our ability to build an indirect sales channel and establish a semi-custom/custom ASIC model. The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions. Our actual results could differ materially from those predicted or implied and reported results should not be considered as an indication of our future performance.

The risks and uncertainties referred to above include, but are not limited to, global economic and political conditions; changes in government policies, including possible trade tariffs and restrictions; revenue being generated from new customers or design wins, neither of which is assured; the commercial success of our customers’ products; our customers’ ability to manage their inventory requirements; our growth strategy; our ability to anticipate future market demands and future needs of our customers, particularly for AI inference applications; our ability to introduce, and to generate revenue from, new and enhanced solutions; our ability to develop, and to generate revenue from, new advanced technologies, such as AI functionality and advanced networks, including vision-language models and GenAI; our ability to retain and expand customer relationships and to achieve design wins; the expansion of our current markets and our ability to successfully enter new markets and applications, such as edge infrastructure; anticipated trends and challenges, including competition, in the markets in which we operate; risks associated with global health conditions and associated risk mitigation measures; our ability to effectively manage growth; our ability to retain key employees; and the potential for intellectual property disputes or other litigation.

Further information on these and other factors that could affect our financial results is included in the company’s Annual Report on Form 10-K for our 2025 fiscal year, which is on file with the Securities and Exchange Commission. Additional information will also be set forth in the company’s quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings the company makes with the Securities and Exchange Commission from time to time, copies of which may be obtained by visiting the Investor Relations portion of our web site at www.ambarella.com or the SEC’s web site at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this release, which are based on information available to us on the date hereof. The results we report in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 could differ from the preliminary results announced in this press release.

Ambarella assumes no obligation and does not intend to update the forward-looking statements made in this press release, except as required by law.

Non-GAAP Financial Measures

The company has provided in this release non-GAAP financial information, including non-GAAP gross margin, net income (loss), and earnings (losses) per share, as a supplement to the consolidated financial statements, which are prepared in accordance with generally accepted accounting principles (“GAAP”). Management uses these non-GAAP financial measures internally in analyzing the company’s financial results to assess operational performance and liquidity. The company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing its performance and when planning, forecasting and analyzing future periods. Further, the company believes these non-GAAP financial measures are useful to investors because they allow for greater transparency with respect to key financial metrics that the company uses in making operating decisions and because the company believes that investors and analysts use them to help assess the health of its business and for comparison to other companies. Non-GAAP results are presented for supplemental informational purposes only for understanding the company’s operating results. The non-GAAP information should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from non-GAAP measures used by other companies.

With respect to its financial results for the fourth quarter of fiscal year 2026, the company has provided below reconciliations of its non-GAAP financial measures to its most directly comparable GAAP financial measures. With respect to the company’s expectations for the first quarter of fiscal year 2027, a reconciliation of non-GAAP gross margin and non-GAAP operating expenses guidance to the closest corresponding GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the high variability and low visibility with respect to the charges excluded from these non-GAAP measures. We expect the variability of the above charges to have a significant, and potentially unpredictable, impact on our future GAAP financial results.

AMBARELLA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)

	Three Months Ended January 31,						Twelve Months Ended January 31,
	2026			2025			2026			2025
Revenue	$	100,867		$	84,015		$	390,702		$	284,865
Cost of revenue		41,954			33,634			159,436			112,535
Gross profit		58,913			50,381			231,266			172,330
Operating expenses:
Research and development		58,515			56,823			238,519			226,109
Selling, general and administrative		18,830			18,911			75,274			72,816
Total operating expenses		77,345			75,734			313,793			298,925
Loss from operations		(18,432	)		(25,353	)		(82,527	)		(126,595	)
Other income, net		2,334			2,360			8,830			8,867
Loss before income taxes		(16,098	)		(22,993	)		(73,697	)		(117,728	)
Provision (benefit) for income taxes		337			(2,759	)		2,168			(602	)
Net loss	$	(16,435	)	$	(20,234	)	$	(75,865	)	$	(117,126	)
Net loss per share attributable to ordinary shareholders:
Basic	$	(0.38	)	$	(0.48	)	$	(1.78	)	$	(2.84	)
Diluted	$	(0.38	)	$	(0.48	)	$	(1.78	)	$	(2.84	)
Weighted-average shares used to compute net loss per share attributable to ordinary<br>shareholders:
Basic		43,183,380			41,828,944			42,704,312			41,303,287
Diluted		43,183,380			41,828,944			42,704,312			41,303,287

The following tables present details of stock-based compensation and acquisition-related costs included in each functional line item in the consolidated statements of operations above:

	Three Months Ended January 31,				Twelve Months Ended January 31,
	2026		2025		2026		2025
			(unaudited, in thousands)
Stock-based compensation:
Cost of revenue	$	600	$	931	$	2,989	$	3,270
Research and development		14,135		18,372		65,468		73,025
Selling, general and administrative		6,246		8,245		29,583		31,748
Total stock-based compensation	$	20,981	$	27,548	$	98,040	$	108,043
	Three Months Ended January 31,				Twelve Months Ended January 31,
---	---	---	---	---	---	---	---	---
	2026		2025		2026		2025
			(unaudited, in thousands)
Acquisition-related costs:
Cost of revenue	$	757	$	757	$	3,028	$	3,028
Research and development		—		—		—		—
Selling, general and administrative		456		456		1,824		2,016
Total acquisition-related costs	$	1,213	$	1,213	$	4,852	$	5,044

The difference between GAAP and non-GAAP gross margin was 1.4% and 2.0%, or $1.4 million and $1.7 million, for the three months ended January 31, 2026 and 2025, respectively. The difference between GAAP and non-GAAP gross margin was 1.5% and 2.2%, or $6.0 million and $6.3 million, for the fiscal years ended January 31, 2026 and 2025, respectively. The differences were due to the effect of stock-based compensation and amortization of acquisition-related costs.

AMBARELLA, INC.

RECONCILIATION OF GAAP TO NON-GAAP DILUTED EARNINGS (LOSSES) PER SHARE

(in thousands, except share and per share data)

	Three Months Ended January 31,						Twelve Months Ended January 31,
	2026			2025			2026			2025
				(unaudited)
GAAP net loss	$	(16,435	)	$	(20,234	)	$	(75,865	)	$	(117,126	)
Non-GAAP adjustments:
Stock-based compensation expense		20,981			27,548			98,040			108,043
Acquisition-related costs		1,213			1,213			4,852			5,044
Income tax effect		(214	)		(3,760	)		(161	)		(2,744	)
Non-GAAP net income (loss)	$	5,545		$	4,767		$	26,866		$	(6,783	)
GAAP - diluted weighted average shares		43,183,380			41,828,944			42,704,312			41,303,287
Non-GAAP - diluted weighted average shares		44,095,231			42,533,654			43,361,860			41,303,287
GAAP - diluted net loss per share	$	(0.38	)	$	(0.48	)	$	(1.78	)	$	(2.84	)
Non-GAAP adjustments:
Stock-based compensation expense		0.49			0.66			2.30			2.62
Acquisition-related costs		0.03			0.03			0.11			0.12
Income tax effect		(0.01	)		(0.09	)		—			(0.06	)
Effect of Non-GAAP - diluted weighted average shares		—			(0.01	)		(0.01	)		—
Non-GAAP - diluted net income (loss) per share	$	0.13		$	0.11		$	0.62		$	(0.16	)

AMBARELLA, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	January 31,2026			January 31,2025
ASSETS
Current assets:
Cash and cash equivalents	$	191,019		$	144,622
Marketable debt securities		121,552			105,643
Accounts receivable, net		39,180			29,767
Inventories		52,246			34,428
Restricted cash		442			7
Prepaid expenses and other current assets		5,836			6,084
Total current assets		410,275			320,551
Property and equipment, net		11,553			9,084
Intangible assets, net		58,046			47,279
Operating lease right-of-use assets, net		12,118			5,188
Goodwill		303,625			303,625
Other non-current assets		2,983			3,241
Total assets	$	798,600		$	688,968
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		54,029			21,775
Accrued and other current liabilities		97,964			80,781
Operating lease liabilities, current		2,027			2,829
Income taxes payable		1,531			1,383
Deferred revenue, current		22,393			14,226
Total current liabilities		177,944			120,994
Operating lease liabilities, non-current		11,408			2,436
Other long-term liabilities		14,459			4,126
Total liabilities		203,811			127,556
Shareholders’ equity:
Preference shares		—			—
Ordinary shares		19			19
Additional paid-in capital		922,119			813,683
Accumulated other comprehensive income (loss)		573			(233	)
Accumulated deficit		(327,922	)		(252,057	)
Total shareholders’ equity		594,789			561,412
Total liabilities and shareholders’ equity	$	798,600		$	688,968

Contact:

Louis Gerhardy

408.636.2310

lgerhardy@ambarella.coml