AMBAC FINANCIAL GROUP INC
For the period ended Dec 31, 2024. Filed Mar 6, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 6, 2025
OSG$5.41+2.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as a part of this report:
- Financial Statements
The consolidated financial statements included in Part II, Item 8 above are filed as part of this Annual Report on Form 10-K.
- Financial Statement Schedules
The financial statement schedules filed herein, which are the only schedules required to be filed, are as follows:
| Page | |
|---|---|
| Schedule I — Summary of Investments Other Than Investments in Related Parties | 104 |
| Schedule II — Condensed Financial Information of Registrant (Parent Company Only) | 105 |
| Schedule III — Supplementary Insurance Information | 110 |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Description | Form | Filing Date | Exhibit Number | Filed Herewith |
| (3) Articles of Incorporation and bylaws: | ||||
| 3.1 | Amended and Restated Certificate of Incorporation of Ambac Financial Group, Inc. | 10-Q | 08/04/24 | 3.1 |
| 3.2 | Amended By-Laws of Ambac Financial Group, Inc. | 8-K | 01/27/23 | 2.1 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Description · Form · Filing Date · Exhibit Number · Filed Herewith | |||||
| (4) Instruments defining the rights of security holders, including indentures: | |||||
| 4.1 | Description of Capital Stock | 8-A | 05/01/13 | ||
| 4.2 | Specimen form of common stock certificate | 8-A | 05/01/13 | 4.1 | |
| 4.3 | Fiscal Agency Agreement, dated as of July 19, 2010, by and between the Segregated Account of Ambac Assurance Corporation and The Bank of New York Mellon, as fiscal agent | 10-K | 03/03/14 | 4.10 | |
| 4.4 | Form of Surplus Note due June 7, 2020 issued by the Segregated Account of Ambac Assurance Corporation.(included in Exhibit 4.3) | ||||
| 4.5 | Fiscal Agency Agreement, dated as of June 7, 2010, by and between Ambac Assurance Corporation and The Bank of New York Mellon, as fiscal agent | 8-K | 06/08/10 | 10.3 | |
| 4.6 | Amendment dated as of October 3, 2014 to Fiscal Agency Agreement dated as of June 7, 2010 by and between Ambac Assurance Corporation and The Bank of New York Mellon, as fiscal agent | 10-Q | 11/09/15 | 4.1 | |
| 4.7 | Form of Warrant Agreement to be entered into at the closing of the sale of Ambac Assurance Corporation to funds managed by Oaktree Capital Management, L.P. | 8-K | 06/05/24 | 4.1 | |
| (10) Material contract and management compensation plans and arrangements: | |||||
| 10.1 | Ambac Financial Group, Inc.'s Long-Term Incentive Compensation Plan | 10-Q | 08/11/14 | 10.1 | |
| 10.2 | Form of Restricted Stock Unit Award Agreement for directors | X | |||
| 10.3 | Closing Agreement between Ambac Financial, Group, Inc. and Commissioner of Internal Revenue, dated April 30, 2013 | 8-K | 05/03/13 | 10.2 | |
| 10.4 | Form of Expense Sharing and Cost Allocation Agreement among Ambac Assurance Corporation, Ambac Financial Group, Inc. and their respective subsidiaries and affiliates | 10-K | 03/01/23 | 10.5 | |
| 10.5 | Lease, dated as of March 1, 2011, by and between One State Street, LLC and Ambac Assurance Corporation | 10-K | 03/16/11 | 10.34 | |
| 10.6 | Settlement Agreement, dated as of June 7, 2010, by and among Ambac Assurance Corporation, Ambac Credit Products LLC, Ambac Financial Group, Inc. and the parties listed on Schedule A thereto | 10-Q | 11/15/10 | 10.1 | |
| 10.7 | Ambac Financial Group, Inc. Severance Pay Plan (Applicable to termination on or after December 16, 2021) | 10-K | 02/24/22 | 10.10 | |
| 10.8 | Lease Modification dated as of September 8, 2015 to the Lease dated as of March 1, 2011, by and between One State Street, LLC and Ambac Assurance Corporation | 10-K | 02/29/16 | 10.27 | |
| 10.9 | Employment Agreement dated as of November 1, 2016 by and among Ambac Financial Group, Inc., Ambac Assurance Corporation and David Trick | 10-Q | 11/03/16 | 10.2 | |
| 10.10 | Amended and Restated Employment Agreement dated August 3, 2020 by and among Ambac Financial Group, Inc, Ambac Assurance Corporation and Claude LeBlanc. | 10-Q | 08/06/20 | 10.2 | |
| 10.11 | Employment Agreement dated as of January 4, 2017 by and among Ambac Financial Group, Inc., Ambac Assurance Corporation and Stephen Ksenak | 8-K | 01/06/17 | 10.1 | |
| 10.12 | Second Amended Plan of Rehabilitation of the Segregated Account of Ambac Assurance Corporation dated September 25, 2017, and effective as of February 12, 2018 | 10-K | 02/28/18 | 10.38 | |
| 10.13 | Order Granting the Rehabilitator’s Motion to Further Amend the Plan of Rehabilitation and confirming the Second Amended Plan of Rehabilitation, as amended, Case No. 10-CV-1576 (Dane County, Wisconsin) dated January 22, 2018 | 10-K | 02/28/18 | 10.39 | |
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit Description | Form | Filing Date | Exhibit Number | Filed Herewith |
| 10.14 | Preferred Stock Repurchase and Support Agreement dated as of June 22, 2018, by and among Ambac Assurance Corporation (“AAC”), Ambac Financial Group, Inc. and the holders of one or more series of the AAC’s outstanding Auction Market Preferred Shares | 8-K | 06/25/18 | 10.1 |
| 10.15 | SUBLEASE dated as of January 30, 2019, between Advance Magazine Publishers Inc. (D/B/A CONDE NAST), and Ambac Assurance Group Corporation | 10-K | 03/02/20 | 10.45 |
| 10.16 | 2020 Incentive Compensation Plan | Def 14A | 04/15/20 | Ex. B |
| 10.17 | Purchase Agreement, by and among, Ambac Assurance Corporation, Ambac Financial Group, Inc. and certain funds or accounts affiliated with or managed by CVC Credit Partners, LLC, CVC Credit Partners Investment Management Limited and EJF Capital LLC, dated as of January 19, 2021 | 8-K | 01/25/21 | 1.01 |
| 10.18 | Executive Stock Deferral Plan dated June 24, 2021 | 8-K | 06/30/21 | 10.1 |
| 10.19 | Settlement Agreement and Release dated as of October 6, 2022 by and among Bank of America Corporation and certain affiliates and Ambac Assurance Corporation (Portions of this exhibit have been omitted in reliance on Regulation S-K Item 601(b)(10)(iv)) | 10-K | 03/01/23 | 10.34 |
| 10.20 | Settlement Agreement and Release dated as of December 29, 2022 by and among Nomura Credit & Capital, Inc. and Ambac Assurance Corporation. (Portions of this exhibit have been omitted in reliance on Regulation S-K Item 601(b)(10)(iv)) | 10-K | 03/01/23 | 10.35 |
| 10.21 | Form of 2022 Restricted Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick and Ksenak | 10-Q | 05/10/22 | 10.1 |
| 10.22 | Form of 2022 Restricted Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. Barranco, Eisman, McGinnis and Ms. Smith. | 10-Q | 05/10/22 | 10.2 |
| 10.23 | Form of 2022 Performance Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick and Ksenak | 10-Q | 05/10/22 | 10.3 |
| 10.24 | Form of 2022 Performance Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. Barranco, Eisman, McGinnis and Ms. Smith | 10-Q | 05/10/22 | 10.4 |
| 10.25 | Employment Agreement dated as of October 5, 2023, by and among Ambac Financial Group, Inc., Ambac Assurance Corporation and R. Sharon Smith | 8-K | 10/06/23 | 10.1 |
| 10.26 | Employment Agreement dated as of October 5, 2023, by and among Ambac Financial Group, Inc., Ambac Assurance Corporation and Daniel McGinnis | 10-Q | 11/07/23 | 10.2 |
| 10.27 | Form of 2023 Restricted Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick and Ksenak. | 10-Q | 05/09/23 | 10.1 |
| 10.28 | Form of 2023 Restricted Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. Barranco, Eisman, McGinnis and Ms. Smith. | 10-Q | 05/09/23 | 10.2 |
| 10.29 | Form of 2023 Performance Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick and Ksenak. | 10-Q | 05/09/23 | 10.3 |
| 10.30 | Form of 2023 Performance Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. Barranco, Eisman, McGinnis and Ms. Smith. | 10-Q | 05/09/23 | 10.4 |
| 10.31 | Stipulation and Order - Office of the Commissioner of Insurance of the State of Wisconsin, in the Matter of Ambac Assurance Corporation effective as of February 22, 2024 | 10-K | 02/27/24 | 10.38 |
| 10.32 | 2024 Incentive Compensation Plan | Def 14A | 04/26/24 | Appendix A |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Description · Form · Filing Date · Exhibit Number · Filed Herewith | |||||
| 10.33 | Form of 2024 Restricted Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick, Ksenak, McGinnis and Ms. Smith. | 10-Q | 05/06/24 | 10.1 | |
| 10.34 | Form of 2024 Restricted Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. Barranco and Eisman. | 10-Q | 05/06/24 | 10.2 | |
| 10.35 | Form of 2024 Performance Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. LeBlanc, Trick, Ksenak, McGinnis and Ms. Smith. | 10-Q | 05/06/24 | 10.3 | |
| 10.36 | Form of 2024 Performance Stock Unit Award Agreement between Ambac Financial Group, Inc. and Messrs. Barranco and Eisman. | 10-Q | 05/06/24 | 10.4 | |
| 10.37 | Stock Purchase Agreement, by and between Ambac Financial Group, Inc. and American Acorn Corporation, dated as of June 4, 2024. | 8-K | 06/05/24 | 2.2 | |
| 10.38 | Shareholders’ Agreement by and among Ambac Financial Group, Inc., Cirrata V LLC, Beat Capital Partners Limited and the sellers set forth therein, dated as of August 1, 2024 . | 8-K | 08/02/24 | 10.1 | |
| 10.39 | Credit Agreement, by and between Ambac Financial Group, Cirrata V LLC, Cirrata Group, LLC, Cirrata V UK Ltd and UBS AG, dated as of August 1, 2024. | 8-K | 08/02/24 | 10.2 | |
| 10.40 | Share Purchase Agreement, by and among Ambac Financial Group, Inc., Cirrata V LLC, Beat Capital Partners Limited and the sellers set forth therein, dated as of June 4, 2024. | 8-K | 06/05/24 | 2.2 | |
| 10.41 | Form of Investor Rights Agreement to be entered into at the closing of the sale of Ambac Assurance Corporation to funds managed by Oaktree Capital Management, L.P. | 8-K | 06/05/24 | 10.2 | |
| 10.42 | Form of Shareholders’ Agreement by and among Ambac Financial Group, Inc., Cirrata V LLC, Beat Capital Partners Limited and the sellers set forth therein. | 8-K | 06/05/24 | 10.4 | |
| 10.43 | Commitment Letter dated June 4, 2024, by UBS AG, Stamford Branch and UBS Securities LLC to Cirrata V LLC. | 8-K | 06/05/24 | 10.5 | |
| (19) Insider Trading Policy | |||||
| 19.1 | Ambac Insider Trading Policy | X | |||
| (97) Recoupment Policy | |||||
| 97.1 | Ambac Financial Group, Inc. - Recoupment Policy | 10-K | 02/27/24 | 97.1 | |
| (99) Additional exhibits | |||||
| 99.1 | Second Modified Fifth Amended Plan of Reorganization of Ambac Financial Group, Inc., effective as of May 1, 2013 | 10-K | 03/03/14 | 99.3 | |
| Other exhibits, filed or furnished, as indicated: | |||||
| 21.1 | List of Subsidiaries of Ambac Financial Group, Inc. | X | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | |||
| 24.1 | Power of Attorney for directors of Ambac Financial Group, Inc. | X | |||
| 31.1 | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) Promulgated under the Securities Exchange Act of 1934, as amended | X | |||
| 31.2 | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) Promulgated under the Securities Exchange Act of 1934, as amended | X | |||
| 32.1++ | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 101.INS · XBRL Instance 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. | |||||
| Incorporated by Reference | |
|---|---|
| Exhibit Description · Form · Filing Date · Exhibit Number · Filed Herewith | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| ++ Furnished herewith. | |
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