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~~June 294, 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 jurisdictionof incorporation)	(CommissionFile Number)	(I. R. S. EmployerIdentification No.)
(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		~~TradingSymbol~~Trading Symbol(s)		Name of each ~~exchangeon~~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 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~May~~June 294, 2025, Ambarella, Inc. ~~issued~~(the a“Company”) ~~press~~held ~~release~~its ~~announcing~~2025 ~~its~~Annual ~~financial~~Meeting ~~results~~of ~~for~~Shareholders. Of the ~~first~~42,413,308 ~~quarter~~ordinary ofshares ~~fiscal~~outstanding ~~year~~as ~~2026~~of ~~ended~~ April 3015, 2025., Athe ~~copy~~record ofdate for the ~~press~~meeting, ~~release~~36,074,054 isordinary ~~attached~~shares aswere ~~Exhibit~~represented 99at the meeting in person or by proxy, constituting approximately 85.105% of the outstanding ordinary shares entitled to ~~this~~vote ~~current~~at ~~report~~the onmeeting. ~~Form~~The ~~8-K~~matters voted upon at the meeting and isthe ~~incorporated~~voting byresults ~~reference~~with ~~herein.~~respect to each such matter are set forth below:

~~The information in 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”~~i) orElection ~~otherwise subject to the liabilities~~ of ~~that~~three ~~section,~~Class ~~nor~~I ~~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.~~Directors

~~Item~~Each ~~9.01~~of ~~Financial~~the ~~Statements~~following nominees was elected to serve as a Class I director, to hold office until the Company’s 2028 annual meeting of shareholders or until his or her respective successor has been duly elected and ~~Exhibits~~qualified.

(d) Exhibits


Name	For		Withheld
Chantelle Breithaupt		29,233,346		149,056
Chenming Hu, Ph.D.		26,882,040		2,500,362
Feng-Ming (Fermi) Wang, Ph.D.		27,811,742		1,570,660

99.1		Press Release dated May 29, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

There were 6,691,652 broker non-votes with respect to the election of each of the above nominees.

(ii)

Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 was ratified based on the following results of voting:


For: 35,740,912		Against: 256,544		Abstentions: 76,598

(iii)

Advisory Vote to Approve Executive Compensation

The Company’s shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement, based on the following results of voting:


For: 27,294,574		Against: 2,004,585		Abstentions: 83,243

There were 6,691,652 broker non-votes with respect to this proposal.

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 29, 2025

Ambarella, Inc.

Dated: June 6, 2025

Ambarella, Inc.

/s/ John A. Young

/s/ Michael Morehead

Chief Financial Officer

Michael Morehead General Counsel and Corporate Secretary

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