Form 8-K

8-K — AMBARELLA INC

Accession: 0001193125-26-245234

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0001280263

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d130687d8k.htm (Primary)

EX-99.1 (d130687dex991.htm)

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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

May 28, 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

of incorporation)

(Commission

File Number)

(I. R. S. Employer

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)

☐

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 May 28, 2026, Ambarella, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2027 ended April 30, 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 9.01

Financial Statements and Exhibits

(d) Exhibits

99.1

Press Release dated May 28, 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: May 28, 2026

Ambarella, Inc.

/s/ John A. Young

Chief Financial Officer

EX-99.1

Filename: d130687dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Ambarella, Inc. Announces First Quarter Fiscal Year 2027 Financial Results

May 28, 2026 —Santa Clara, Calif. – Ambarella, Inc. (NASDAQ: AMBA), an edge AI semiconductor company, today announced first quarter fiscal

2027 financial results for the period ended April 30, 2026.

•

Revenue for the first quarter of fiscal 2027 was $100.4 million, up 16.9% from $85.9 million in the

same period in fiscal 2026.

•

Gross margin under U.S. generally accepted accounting principles (GAAP) for the first quarter of fiscal 2027 was

58.4%, compared with 60.0% for the same period in fiscal 2026.

•

GAAP net loss for the first quarter of fiscal 2027 was $18.1 million, or loss per diluted ordinary share of

$0.41, compared with a GAAP net loss of $24.3 million, or loss per diluted ordinary share of $0.58, for the same period in fiscal 2026.

Financial results on a non-GAAP basis for the first quarter of fiscal 2027 are as follows:

•

Gross margin on a non-GAAP basis for the first quarter of fiscal 2027 was

59.9%, compared with 62.0% for the same period in fiscal 2026.

•

Non-GAAP net profit for the first quarter of fiscal 2027 was

$5.0 million, or earnings per diluted ordinary share of $0.11. This compares with non-GAAP net profit of $3.0 million, or earnings per diluted ordinary share of $0.07, for the same period in fiscal

2026.

Based on information available as of today, Ambarella is offering the following guidance for the second quarter of fiscal year

2027, ending July 31, 2026:

•

Revenue is expected to be between $105.0 million and $111.0 million.

•

Gross margin on a non-GAAP basis is expected to be between 59.0% and

60.5%.

•

Non-GAAP operating expenses are expected to be between $56.0 million

and $59.0 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 first quarter of fiscal 2027 was $277.8 million, compared with

$312.6 million at the end of the prior quarter and $259.4 million at the end of the same quarter a year ago.

“In Q1 we delivered on our key financial guidance while extending our edge AI platform leadership.

Automotive revenue achieved a new all-time record due to rapid penetration of AI into commercial vehicles. Demand signals for edge AI remain very strong, and I am optimistic in our ability to serve the market,

in particular as AI workloads become more complex. We have a number of new products targeting more advanced AI workloads, all of which command average selling prices (“ASP”) well in-excess of our

current ASP.” said Fermi Wang, President & CEO.

“Our edge SoCs integrate all the AI accelerated computing functions (perception,

fusion, AI accelerator, CPU and other system functions) together with our algorithms and software into a single SoC,” Dr. Wang added. “Customers are increasingly recognizing our unique capabilities and are requesting broader and

deeper relationships, facilitating our development of new markets like edge infrastructure and robotics, while an indirect sales ecosystem can bring us more scale.”

Stock Repurchase

In the first quarter of fiscal year

2027, the company repurchased a total of 47,798 shares for total consideration of approximately $2.4 million. During the second fiscal quarter, Ambarella’s Board of Directors authorized a new $50.0 million repurchase program through

June 30, 2027, that will commence when the existing program expires on June 30, 2026. 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 first quarter of fiscal year 2027 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 46 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 second quarter of fiscal year 2027 ending July 31, 2026, and the comments of our CEO relating to demand for edge AI solutions, our ability to serve the edge AI market as it evolves, our ability to command higher prices for our

new products, our ability to establish deeper relationships with our customers, our ability to further penetrate the edge infrastructure and robotics markets, and our ability to successfully build an indirect sales channel. 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 2026 fiscal year, which is on file with the Securities and Exchange Commission. Additional information will also 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 first quarter of fiscal 2027 ended April 30, 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 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 first quarter of fiscal year 2027, 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 second 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.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)

Three Months Ended April 30,

2026

2025

Revenue

100,357

85,872

Cost of revenue

41,768

34,336

Gross profit

58,589

51,536

Operating expenses:

Research and development

58,140

58,819

Selling, general and administrative

19,865

18,575

Total operating expenses

78,005

77,394

Loss from operations

(19,416

)

(25,858

)

Other income, net

2,083

2,175

Loss before income taxes

(17,333

)

(23,683

)

Provision for income taxes

760

645

Net loss

(18,093

)

(24,328

)

Net loss per share attributable to ordinary shareholders:

Basic

(0.41

)

(0.58

)

Diluted

(0.41

)

(0.58

)

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

shareholders:

Basic

43,605,282

42,219,972

Diluted

43,605,282

42,219,972

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 April 30,

2026

2025

(unaudited, in thousands)

Stock-based compensation:

Cost of revenue

783

951

Research and development

13,714

17,585

Selling, general and administrative

7,396

7,594

Total stock-based compensation

21,893

26,130

Three Months Ended April 30,

2026

2025

(unaudited, in thousands)

Acquisition-related costs:

Cost of revenue

757

Research and development

—

Selling, general and administrative

456

Total acquisition-related costs

1,213

The difference between GAAP and non-GAAP gross margin was 1.5% and

2.0%, or $1.5 million and $1.7 million, for the three months ended April 30, 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 April 30,

2026

2025

(unaudited)

GAAP net loss

(18,093

)

(24,328

)

Non-GAAP adjustments:

Stock-based compensation expense

21,893

26,130

Acquisition-related costs

1,213

Income tax effect

Non-GAAP net income

5,033

3,029

GAAP - diluted weighted average shares

43,605,282

42,219,972

Non-GAAP - diluted weighted average shares

43,899,823

42,451,235

GAAP - diluted net loss per share

(0.41

)

(0.58

)

Non-GAAP adjustments:

Stock-based compensation expense

0.50

0.62

Acquisition-related costs

0.03

Income tax effect

—

Effect of Non-GAAP - diluted weighted average shares

(0.01

)

—

Non-GAAP - diluted net income per share

0.11

0.07

AMBARELLA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

April 30,

2026

January 31,

2026

ASSETS

Current assets:

Cash and cash equivalents

114,443

191,019

Marketable debt securities

163,357

121,552

Accounts receivable, net

39,175

39,180

Inventories

80,355

52,246

Restricted cash

442

Prepaid expenses and other current assets

7,417

5,836

Total current assets

405,189

410,275

Property and equipment, net

12,594

11,553

Intangible assets, net

59,024

58,046

Operating lease right-of-use assets, net

11,510

12,118

Goodwill

303,625

Other non-current assets

2,896

2,983

Total assets

794,838

798,600

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

53,278

54,029

Accrued and other current liabilities

92,519

97,964

Operating lease liabilities, current

2,359

2,027

Income taxes payable

1,768

1,531

Deferred revenue, current

17,036

22,393

Total current liabilities

166,960

177,944

Operating lease liabilities, non-current

10,912

11,408

Other long-term liabilities

11,148

14,459

Total liabilities

189,020

203,811

Shareholders’ equity:

Preference shares

—

Ordinary shares

Additional paid-in capital

951,980

922,119

Accumulated other comprehensive income (loss)

(167

)

573

Accumulated deficit

(346,015

)

(327,922

)

Total shareholders’ equity

605,818

594,789

Total liabilities and shareholders’ equity

794,838

798,600

Contact:

Louis Gerhardy

408.636.2310

lgerhardy@ambarella.com

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May 28, 2026

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Entity Incorporation State Country Code

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Entity Tax Identification Number

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duration