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0000874501FALSE00008745012025-05-282025-05-28

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
Date of Report (Date of earliest event reported): May 28, 2025
Ambac Financial Group, Inc.
(Exact name of Registrant as specified in its charter)

Delaware 1-10777 13-3621676
(State of incorporation) (Commission
file number)		 (I.R.S. employer
identification no.)
One World Trade Center New York NY 10007
(Address of principal executive offices)
(212)
658-7470
(Registrant's telephone number, including area code)
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:
☐ 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)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common stock, par value $0.01 per share AMBC New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
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 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Ambac Financial Group, Inc. (the “Company”) was held on May 28, 2025. Represented at the meeting were 36,193,206 shares, or approximately 78% of the Company’s 46,427,421 shares of common stock outstanding and entitled to vote at the meeting. Set forth below are the final voting results for the actions taken by the stockholders at the meeting.
1.The Company’s stockholders elected the seven (7) director nominees named below to a term expiring at the 2026 annual meeting or until their successors are elected and qualified, with each receiving the following votes:
Name
Number of
Votes For
Number of Votes Against
Number of
Votes Abstained
Broker
Non-Votes
Ian D. Haft 27,993,784 1,783,759 317,352 6,098,311
Lisa G. Iglesias 27,757,050 2,020,889 316,956 6,098,311
Joan Lamm-Tennant 27,261,882 2,516,357 316,656 6,098,311
Claude LeBlanc 27,992,694 822,334 1,279,867 6,098,311
Kristi A. Matus 27,725,713 2,052,526 316,656 6,098,311
Michael D. Price 27,743,055 1,069,798 1,282,042 6,098,311
Jeffrey S. Stein 27,759,140 2,018,846 316,909 6,098,311
2.The Company’s stockholders approved, by advisory (non-binding) vote, the compensation of our named executive officers, as disclosed in the Company’s 2025 Proxy Statement, with the following vote:
Number of
Votes For
Number of
Votes Against
Number of
Votes Abstained
Broker
Non-Votes
23,107,472 6,234,365 753,058 6,098,311
3.The Company’s stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025 with the following vote:
Number of Votes For
Number of Votes Against
Number of Votes Abstained
35,394,344 493,595 305,267
4.The Company’s stockholders approved, by advisory (non-binding) vote, that the frequency with which to hold advisory votes to approve executive compensation be "Every Year" with the following vote:
Votes For Every Year
Votes for Every 2 Years
Votes for Every 3 Years
Votes Abstained
25,843,113 858,681 3,056,309 336,792

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EXHIBIT INDEX
Exhibit
Number Exhibit Description
101.INS
XBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
104
Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags or embedded within the Inline XBRL document
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Ambac Financial Group, Inc.
(Registrant)
Dated: May 30, 2025 By:
/s/ Stephen M. Ksenak
Stephen M. Ksenak
Senior Managing Director and General Counsel
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