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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

November 24, 2025

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

of incorporation)

 

(Commission

File Number)

 

(I. R. S. Employer

Identification No.)

3101 Jay Street

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)

 

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-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

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 November 25, 2025, Ambarella, Inc. (the “Company”) a press release announcing its financial results for the third quarter of fiscal year 2026 ended October 31, 2025. 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 November 24, 2025, Leslie Kohn informed the Company’s Board of Directors (the “Board”) of his voluntary resignation as a director on the Board and as Chief Technology Officer of the Company for strictly personal reasons, effective immediately. Mr. Kohn intends to transition to a part-time employment role with the Company as Chief Technology Advisor, providing direction on the Company’s technology strategy and roadmap.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

99.1    Press Release dated November 25, 2025
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: November 25, 2025     Ambarella, Inc.
     

/s/ John A. Young

      Chief Financial Officer
EX-99.1 2 d70593dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Ambarella, Inc. Announces Third Quarter Fiscal Year 2026 Financial Results

November 25, 2025 —Santa Clara, Calif. – Ambarella, Inc. (NASDAQ: AMBA), an edge AI semiconductor company, today announced financial results for its third quarter of fiscal year 2026 ended October 31, 2025.

 

   

Revenue for the third quarter of fiscal 2026 was $108.5 million, up 31.2% from $82.7 million in the same period in fiscal 2025. For the nine months ended October 31, 2025, revenue was $289.8 million, up 44.3% from $200.9 million for the nine months ended October 31, 2024.

 

   

Gross margin under U.S. generally accepted accounting principles (GAAP) for the third quarter of fiscal 2026 was 59.6%, compared with 60.6% for the same period in fiscal 2025. For the nine months ended October 31, 2025, GAAP gross margin was 59.5%, compared with 60.7% for the nine months ended October 31, 2024.

 

   

GAAP net loss for the third quarter of fiscal 2026 was $15.1 million, or loss per diluted ordinary share of $0.35, compared with GAAP net loss of $24.1 million, or loss per diluted ordinary share of $0.58, for the same period in fiscal 2025. GAAP net loss for the nine months ended October 31, 2025 was 59.4 million or loss per diluted ordinary share of $1.40. This compares with GAAP net loss of $96.9 million, or loss per diluted ordinary share of $2.36, for the nine months ended October 31, 2024.

Financial results on a non-GAAP basis for the third quarter of fiscal 2026 are as follows:

 

   

Gross margin on a non-GAAP basis for the third quarter of fiscal 2026 was 60.9%, compared with 62.6% for the same period in fiscal 2025. For the nine months ended October 31, 2025, non-GAAP gross margin was 61.1%, compared with 63.0% for the nine months ended October 31, 2024.

 

   

Non-GAAP net profit for the third quarter of fiscal 2026 was $11.9 million, or earnings per diluted ordinary share of $0.27. This compares with non-GAAP net profit of $4.6 million, or earnings per diluted ordinary share of $0.11, for the same period in fiscal 2025. Non-GAAP net profit for the nine months ended October 31, 2025 was $21.3 million, or earnings per diluted ordinary share of $0.49. This compares with non-GAAP net loss of $11.6 million, or loss per diluted ordinary share of $0.28, for the nine months ended October 31, 2024.

Based on information available as of today, Ambarella is offering the following guidance for the fourth quarter of fiscal year 2026, ending January 31, 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 60.5%.

 

   

Operating expenses on a non-GAAP basis are expected to be between $55.0 million and $58.0 million.


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 third quarter of fiscal 2026 was $295.3 million, compared with $261.2 million at the end of the prior quarter and $226.5 million at the end of the same quarter a year ago. 

“We reported record quarterly revenue, above the high-end of our third quarter guidance, with edge AI revenue setting its sixth consecutive revenue record. Year-to-date, our free-cash-flow is 14.8% of revenue, reflecting the strong growth and operating efficiency, as well as our ability to sustain our edge AI R&D investment. Our new F2026 revenue growth guidance range of 36% to 38% is projected to represent an all-time fiscal year record for the company, versus our prior estimate of 31% to 35%,” said Fermi Wang, President & CEO. “These results are encouraging, but we are even more excited about the opportunity ahead of us due to the rising breadth of edge AI applications demanding our products, the outlook for robust new product cycles given the demand for higher performance edge AI SoCs, as well as a rising average selling price outlook.”

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 third 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

Ambarella’s products are used in a wide variety of edge AI applications, including video security, advanced driver assistance systems (ADAS), electronic mirror, telematics, driver/cabin monitoring, autonomous driving, edge infrastructure, drones and other robotics applications. Ambarella’s low-power systems-on-chip (SoCs) offer high-resolution video compression, advanced image and radar processing, and powerful deep neural network processing to enable intelligent perception, sensor fusion, and planning. 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 fourth quarter of fiscal year 2026 ending January 31, 2026, and the comments of our CEO relating to our expectation of future revenue growth, including for the full year of fiscal 2026, our ability to sustain our edge AI R&D investment, the breadth of our opportunities in edge AI applications, , our outlook for robust new product cycles, and the outlook for the average selling price of our products. 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 computer vision, 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 Quarterly Report on Form 10-Q for the third fiscal quarter ended October 31, 2025 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 condensed 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 third 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 fourth quarter of fiscal year 2026, 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.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)

 

     Three Months Ended October 31,     Nine Months Ended October 31,  
     2025     2024     2025     2024  

Revenue

   $ 108,452     $ 82,653     $ 289,835     $ 200,850  

Cost of revenue

     43,866       32,605       117,482       78,901  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     64,586       50,048       172,353       121,949  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Research and development

     61,451       58,389       180,004       169,286  

Selling, general and administrative

     19,383       17,169       56,444       53,905  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     80,834       75,558       236,448       223,191  

Loss from operations

     (16,248     (25,510     (64,095     (101,242

Other income, net

     2,074       2,091       6,496       6,507  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (14,174     (23,419     (57,599     (94,735

Provision for income taxes

     933       652       1,831       2,157  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (15,107   $ (24,071   $ (59,430   $ (96,892
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to ordinary shareholders:

        

Basic

   $ (0.35   $ (0.58   $ (1.40   $ (2.36
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (0.35   $ (0.58   $ (1.40   $ (2.36
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares used to compute net loss per share attributable to ordinary shareholders:

        

Basic

     42,866,916       41,479,459       42,544,622       41,128,068  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     42,866,916       41,479,459       42,544,622       41,128,068  
  

 

 

   

 

 

   

 

 

   

 

 

 


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

 

     Three Months Ended October 31,      Nine Months Ended October 31,  
     2025      2024      2025      2024  
     (unaudited, in thousands)  

Stock-based compensation:

           

Cost of revenue

   $ 658      $ 899      $ 2,389      $ 2,339  

Research and development

     16,776        18,637        51,333        54,653  

Selling, general and administrative

     8,307        7,311        23,337        23,503  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation

   $ 25,741      $ 26,847      $ 77,059      $ 80,495  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Three Months Ended October 31,      Nine Months Ended October 31,  
     2025      2024      2025      2024  
     (unaudited, in thousands)  

Acquisition-related costs:

           

Cost of revenue

   $ 757      $ 757      $ 2,271      $ 2,271  

Research and development

     —         —         —         —   

Selling, general and administrative

     456        510        1,368        1,560  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total acquisition-related costs

   $ 1,213      $ 1,267      $ 3,639      $ 3,831  
  

 

 

    

 

 

    

 

 

    

 

 

 

The difference between GAAP and non-GAAP gross margin was 1.3% and 2.0%, or $1.4 million and $1.7 million, for the three months ended October 31, 2025 and October 31, 2024, respectively. The difference between GAAP and non-GAAP gross margin was 1.6% and 2.3%, or $4.7 million and $4.6 million, for the nine months ended October 31, 2025 and October 31, 2024, respectively. The differences were due to the effect of stock-based compensation and the 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 October 31,     Nine Months Ended October 31,  
     2025     2024     2025     2024  
           (unaudited)        

GAAP net loss

   $ (15,107   $ (24,071   $ (59,430   $ (96,892

Non-GAAP adjustments:

        

Stock-based compensation expense

     25,741       26,847       77,059       80,495  

Acquisition-related costs

     1,213       1,267       3,639       3,831  

Income tax effect

     17       416       53       1,016  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP net income (loss)

   $ 11,864     $ 4,459     $ 21,321     $ (11,550
  

 

 

   

 

 

   

 

 

   

 

 

 

GAAP - diluted weighted average shares

     42,866,916       41,479,459       42,544,622       41,128,068  

Non-GAAP - diluted weighted average shares

     43,954,650       41,632,232       43,117,403       41,128,068  

GAAP - diluted net loss per share

   $ (0.35   $ (0.58   $ (1.40   $ (2.36

Non-GAAP adjustments:

        

Stock-based compensation expense

     0.60       0.65       1.81       1.96  

Acquisition-related costs

     0.03       0.03       0.09       0.09  

Income tax effect

     0.00       0.01       0.00       0.03  

Effect of Non-GAAP - diluted weighted average shares

     (0.01     —        (0.01     —   

Non-GAAP - diluted net income (loss) per share

   $ 0.27     $ 0.11     $ 0.49     $ (0.28


AMBARELLA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

 

     October 31,
2025
    January 31,
2025
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 174,057     $ 144,622  

Marketable debt securities

     121,241       105,643  

Accounts receivable, net

     42,227       29,767  

Inventories

     39,159       34,428  

Restricted cash

     442       7  

Prepaid expenses and other current assets

     6,541       6,084  
  

 

 

   

 

 

 

Total current assets

     383,667       320,551  

Property and equipment, net

     10,725       9,084  

Intangible assets, net

     37,954       47,279  

Operating lease right-of-use assets, net

     12,765       5,188  

Goodwill

     303,625       303,625  

Other non-current assets

     3,154       3,241  
  

 

 

   

 

 

 

Total assets

   $ 751,890     $ 688,968  
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable

     34,923       21,775  

Accrued and other current liabilities

     88,398       80,781  

Operating lease liabilities, current

     1,733       2,829  

Income taxes payable

     1,890       1,383  

Deferred revenue, current

     17,509       14,226  
  

 

 

   

 

 

 

Total current liabilities

     144,453       120,994  

Operating lease liabilities, non-current

     11,913       2,436  

Other long-term liabilities

     5,411       4,126  
  

 

 

   

 

 

 

Total liabilities

     161,777       127,556  
  

 

 

   

 

 

 

Shareholders’ equity:

    

Preference shares

     —        —   

Ordinary shares

     19       19  

Additional paid-in capital

     901,047       813,683  

Accumulated other comprehensive income (loss)

     534       (233

Accumulated deficit

     (311,487     (252,057
  

 

 

   

 

 

 

Total shareholders’ equity

     590,113       561,412  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 751,890     $ 688,968  
  

 

 

   

 

 

 

Contact:

Louis Gerhardy

408.636.2310

lgerhardy@ambarella.com