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AMBAC FINANCIAL GROUP INC

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 10, 2025

OSG$5.27+5.6%Stored close · as of Nov 9, 2026

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Non-GAAP Financial Measures

In addition to reporting the Company’s quarterly financial results in accordance with GAAP, the Company is reporting non-GAAP

financial measures: EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin, Organic Revenue Growth Rate (Insurance Distribution segment only), Adjusted Net Income and Adjusted Net Income Margin. These amounts are derived from our consolidated financial information, but are not presented in our consolidated financial results.

We present non-GAAP supplemental financial information because we believe such information is of interest to the investment community, and that it provides greater transparency and enhanced visibility into the underlying drivers and performance of our businesses on a basis that may not be otherwise apparent on a GAAP basis. We view these non-GAAP financial measures as important indicators when assessing and evaluating our performance on a segmented and consolidated basis and they are presented to improve the comparability of our results between periods by eliminating the impact of the items that may not be representative of our core operating performance. These non-GAAP financial measures are not substitutes for the Company’s GAAP reporting, should not be viewed in isolation and may differ from similar reporting provided by other companies, which may define non-GAAP measures differently.

Beginning December 31, 2024, Ambac replaced the non-GAAP measure Adjusted Net Income with new non-GAAP measures Adjusted Net Income and Adjusted Net Income Margin and added Adjusted EBITDA and Adjusted EBITDA Margin to better align with other participants in the Property & Casualty insurance industry, including insurance carriers and other peers in the insurance distribution business.

The following paragraphs define each non-GAAP financial measure. A tabular reconciliation of the non-GAAP financial measure and the most comparable GAAP financial measure is also presented below.

EBITDA — EBITDA is net income (loss) from continuing operations before interest expense, income taxes, depreciation and amortization of intangible assets.

EBITDA Margin —EBITDA divided by total revenues.

Adjusted EBITDA and Adjusted EBITDA Margin — We define Adjusted EBITDA as net income (loss) from continuing operations before interest expense, income taxes, depreciation, amortization of intangible assets, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, acquisition and integration related expenses, severance, and other exceptional or non-recurring items, including those related to raising capital. We believe that adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of income and expenses that may obfuscate business performance, and that the presentation of this measure enhances an investor's understanding of our financial performance.

Ambac Financial Group, Inc.42Third Quarter 2025 Form 10-Q
Three Months Ended September 30, 2025Three Months Ended September 30, 2024
Specialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-datedSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-dated
Net income (loss) (Continuing Operations)$(53)$(4,506)$(26,279)$(30,838)$7,990$(7,066)$(20,814)$(19,890)
Adjustments:
Add: Interest expense—6,185—6,185—3,745—3,745
Add: Income tax expense8(1,241)(8)(1,241)944(883)(928)(867)
Add: Depreciation—145329474—206475681
Add: Intangible amortization—9,272—9,272—6,423—6,423
EBITDA(45)9,855(25,958)(16,148)8,9342,425(21,267)(9,908)
Add: Impact of noncontrolling interests—(3,927)—(3,927)—(557)—(557)
EBITDA attributable to shareholders(45)5,928(25,958)(20,075)8,9341,868(21,267)(10,465)
Net income margin(0.2)%(10.4)%NM(46.3)%19.9%(29.4)%NM(28.4)%
Net income margin attributable to shareholders(0.2)%(12.5)%NM(47.6)%19.9%(22.1)%NM(25.9)%
EBITDA margin(0.2)%22.8%NM(24.2)%22.3%10.1%NM(14.2)%
EBITDA margin attributable to shareholders(0.2)%13.7%NM(30.1)%22.3%7.8%NM(14.9)%
Add: Acquisition and integration related expenses——229229——14,85414,854
Add: Equity-based compensation expense941005,9536,147157—2,3762,533
Add: Severance and restructuring expense——8,8758,875—2481,6531,901
Add: Other non-operating (income) losses——2,0082,008(7,500)—582(6,918)
Adjusted EBITDA$49$9,955$(8,893)$1,111$1,591$2,673$(1,802)$2,462
Adjusted EBITDA attributable to shareholders$49$5,988$(8,893)$(2,856)$1,591$2,116$(1,802)$1,905
Adjusted EBITDA Margin0.2%23.0%NM1.7%4.0%11.1%NM3.5%
Adjusted EBITDA Margin attributable to shareholders0.2%13.9%NM(4.3)%4.0%8.8%NM2.7%
Nine Months Ended September 30, 2025Nine Months Ended September 30, 2024
Specialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-datedSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-dated
Net income (loss) (Continuing Operations)$1,799$(14,237)$(53,692)$(66,129)$8,632$(2,095)$(44,513)$(37,976)
Adjustments:
Add: Interest expense—17,209—17,209—3,745—3,745
Add: Income tax expense278(3,922)(386)(4,030)1,023(756)(1,034)(767)
Add: Depreciation—3431,0741,417—2301,4011,631
Add: Intangible amortization—27,247—27,247—8,701—8,701
EBITDA2,07726,640(53,004)(24,286)9,6559,825(44,146)(24,666)
Add: Impact of noncontrolling interests—(11,132)—(11,132)—(1,907)—(1,907)
EBITDA attributable to shareholders2,07715,508(53,004)(35,418)9,6557,918(44,146)(26,573)
Net income margin2.8%(12.1)%NM(35.9)%8.5%(3.8)%NM(22.3)%
Net income margin attributable to shareholders—%—%NM—%8.5%(2.2)%NM(21.8)%
EBITDA margin3.2%22.7%NM(13.2)%9.5%17.8%NM(14.5)%
EBITDA margin attributable to shareholders3.2%13.2%NM(19.2)%9.5%14.4%NM(15.6)%
Add: Acquisition and integration related expenses—3751,3101,685——25,82725,827
Add: Equity-based compensation expense2411679,4229,830282—6,2526,534
Add: Severance and restructuring expense—6013,61213,672—2486,9907,238
Add: Other non-operating (income) losses—(591)2,0081,417(7,500)—(3,845)(11,345)
Adjusted EBITDA$2,319$26,647$(26,652)$2,314$2,439$10,067$(8,921)$3,585
Adjusted EBITDA attributable to shareholders$2,319$15,599$(26,652)$(8,734)$2,439$8,160$(8,921)$1,678
Adjusted EBITDA Margin3.5%22.7%NM1.3%2.4%18.2%NM2.1%
Adjusted EBITDA Margin attributable to shareholders3.5%13.3%NM(4.7)%2.4%14.8%NM1.0%

Organic Revenue Growth & Rate (Insurance Distribution Only.) — Organic revenue is based on commissions and fees for the relevant period by excluding (i) the first twelve months of commissions and fees generated from acquisitions and (ii) commissions and fees from divestitures (iii) and other items such

as contingent commissions and the impact of changes in foreign exchange rates.

Organic revenue growth is the change in organic revenue period-to-period, with prior period results adjusted to (i) include

Ambac Financial Group, Inc.43Third Quarter 2025 Form 10-Q

commissions and fees that were excluded from organic revenue in the prior period and reached the twelve-month owned mark in the current period, and (ii) exclude commissions and fees related to divestitures from organic revenue.

Organic revenue growth rate to Total revenue growth rate, the most directly comparable GAAP measure, for each of the periods indicated is as follows (in percentages):

Three Months Ended September 30,20252024% Growth
Total Insurance Distribution revenue & growth percentage (1)$43,222$23,99580.1%
Less: Acquired revenues(6,206)—
Less: Profit commission and contingent commission income(1,940)(1,319)
Less: impact of F.X. rates(1,041)1,636
Total Organic Revenue & Growth Percentage$34,035$24,31240.0%
Nine Months Ended September 30,20252024% Growth
Total Insurance Distribution revenue & growth percentage (1)$117,261$55,166112.6
Less: Acquired revenues(43,955)—
Less: Profit commission and contingent commission income(8,897)(3,642)
Less: impact of F.X. rates2,6431,636
Total Organic Revenue & Growth Percentage$67,05253,16026.1%

(1)Total Insurance Distribution revenue includes investment income.

Adjusted Net Income and Adjusted Net Income Margin — We define Adjusted net income as net income (loss) from continuing operations attributable to Ambac adjusted for amortization of intangible assets, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, acquisition and integration related expenses, severance and non-recurring income and loss items that, in the opinion of management, significantly affect the period-over-period assessment of operating results, and the related tax effect of those adjustments. Per share amounts exclude any impact of revaluing non-controlling interests as otherwise reported under GAAP earnings per share. We believe that adjusted net income is an appropriate measure of operating performance because it eliminates the impact of income and expenses that may obfuscate business performance.

Three Months Ended September 30,
20252024
Specialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-datedSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-dated
Net income (loss) (Continuing Operations)$(53)$(4,506)$(26,279)$(30,838)$7,990$(7,066)$(20,814)$(19,890)
Adjustments:
Add: Acquisition and integration related expenses——229229——14,85414,854
Add: Intangible amortization—9,272—9,272—6,423—6,423
Add: Equity-based compensation expense941005,9536,147157—2,3762,533
Add: Severance and restructuring expense——8,8758,875—2481,6531,901
Add: Other non-operating (income) losses——2,0082,008(7,500)—582(6,918)
Adjusted net income (loss) before tax and NCI414,866(9,214)(4,307)647(395)(1,349)(1,097)
Income tax effects—(2,067)—(2,067)————
Adjusted net income (loss) before NCI412,799(9,214)(6,374)647(395)(1,349)(1,097)
Net (income) loss attributable to noncontrolling interest—(3,583)—(3,583)—(557)—(557)
Adjusted net income (loss) attributable to shareholders$41$(784)$(9,214)$(9,957)$647$(952)$(1,349)$(1,654)
Three Months Ended September 30,
20252024
Specialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-datedSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-dated
Net income (loss) margin(0.2)%(10.4)%NM(46.3)%19.9%(29.4)%NM(28.4)%
Adjusted Net income (loss) attributable to Ambac stockholders margin0.2%(1.8)%NM(14.9)%1.6%(4.0)%NM(2.4)%
Ambac Financial Group, Inc.44Third Quarter 2025 Form 10-Q
Nine Months Ended September 30,
20252024
Specialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-datedSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-dated
Net income (loss) (Continuing Operations)$1,800$(14,241)$(53,691)$(66,132)$8,634$(2,095)$(44,516)$(37,977)
Adjustments:
Add: Acquisition and integration related expenses—3751,3101,685——25,82725,827
Add: Intangible amortization—27,336—27,336—8,701—8,701
Add: Equity-based compensation expense2411679,4229,830282—6,2526,534
Add: Severance and restructuring expense—6013,61213,672—2486,9907,238
Add: Other non-operating (income) losses—(591)2,0081,417(7,500)—(3,845)(11,345)
Adjusted net income (loss) before tax and NCI2,04113,106(27,339)(12,192)1,4166,854(9,292)(1,022)
Income tax effects(15)(3,959)15(3,959)————
Adjusted net income (loss) before NCI2,0269,147(27,324)(16,151)1,4166,854(9,292)(1,022)
Net (income) loss attributable to noncontrolling interest—(10,395)—(10,395)—(1,907)—(1,907)
Adjusted net income (loss) attributable to common shareholders$2,026$(1,248)$(27,324)$(26,546)$1,416$4,947$(9,292)$(2,929)
Nine Months Ended September 30,
20252024
Specialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-datedSpecialty Property & Casualty InsuranceInsurance DistributionCorporate & OtherConsoli-dated
Net income (loss) margin7.9%(32.9)%NM(99.3)%8.5%(3.8)%NM(22.3)%
Adjusted Net income (loss) attributable to Ambac stockholders margin8.9%(2.9)%NM(39.9)%1.4%9.0%NM(1.7)%
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.