SECURITIESFORM AND EXCHANGE COMMISSION8-K

Item 2.02 Results of Operations and Financial Condition.

IfItem an9.01 emergingFinancial growthStatements company,and 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 ActExhibits. ☐

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

~~Washington,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): March 05, 2026

~~Pursuant~~Ambiq toMicro, ~~Section 13 or 15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): January 21, 2026


Delaware	001-42766	27-1911389
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6500 River Place Blvd. Building 7
Austin, Texas		78730
(Address of Principal Executive Offices)		(Zip Code)

~~Ambiq~~Registrant’s ~~Micro~~Telephone Number, ~~Inc.~~Including Area Code: 512 879-2850

(~~Exact~~Former ~~name~~Name ofor ~~registrant~~Former asAddress, ~~specified~~if inChanged ~~its~~Since ~~charter~~Last Report)

Delaware		001-42766		27-1911389
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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:

6500 River Place Blvd. Building 7 Austin, Texas				78730
(Address of principal executive offices)				(Zip Code)

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Registrant’s~~☐Soliciting ~~telephone~~material ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~14a-12 ~~512 879~~under the Exchange Act (17 CFR 240.14a-~~2850~~12)

~~(Former~~☐Pre-commencement ~~Name~~communications ofpursuant ~~Former~~to ~~Address,~~Rule if14d-2(b) ~~Changed~~under ~~Since~~the ~~Last~~Exchange ~~Report~~Act (17 CFR 240.14d-2(b))

~~Check the appropriate box below if the Form 8~~☐Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the~~under ~~filing obligations of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~240.13e-4(c))

☐Securities ~~Written~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~425~~12(b) ~~under~~of the ~~Securities~~ Act ~~(17 CFR 230.425)~~:

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.000001 par value per share	AMBQ	New York Stock Exchange

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14d-2~~405 of the Securities Act of 1933 (b§ 230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14d~~12b-2(b of this chapter)).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~☒

~~Securities~~If ~~registered~~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 12 13(ba) of the Exchange Act:. ☐

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.000001 par value per share		AMBQ		New York Stock Exchange

~~Indicate~~On byMarch ~~check~~5, ~~mark~~2026, ~~whether~~Ambiq ~~the~~Micro, ~~registrant~~Inc. is(the an"Company") ~~emerging~~issued ~~growth~~a ~~company~~press asrelease ~~defined~~to inreport ~~Rule~~financial ~~405~~results offor ~~the~~its ~~Securities~~fourth ~~Act~~quarter ofand ~~1933~~full ~~(§230.405~~year ofended ~~this~~December ~~chapter)~~31, or2025. ~~Rule~~A ~~12b-2~~copy of the ~~Securities~~press ~~Exchange~~release ~~Act~~is ofattached ~~1934~~as ~~(§240~~Exhibit 99.~~12b-2~~1 ofand ~~this~~is ~~chapter)~~incorporated by reference herein.

~~Emerging~~The ~~growth~~information ~~company ☒~~set forth in this Item 2.02, including Exhibit 99.1 hereto, shall be deemed "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Date: January 21, 2026

Ambiq Micro, Inc.

/s/ Michele Connors

Michele Connors

General Counsel

Item 2.02. Results of Operations and Financial Condition.


Exhibit Number		Description
99.1		Press Release of Ambiq Micro, Inc. dated March 5, 2026
104		Cover Page Interactive Data File (formatted as Inline XBRL)

~~On January 21, 2026, Ambiq Micro, Inc. (“Ambiq” or the “Company”) disclosed the following selected preliminary estimated unaudited financial results for the year ended December 31, 2025:~~ SIGNATURES

	Year ended December 31, 2025
	(Estimated)
	Low			High
	(in thousands)
	(unaudited)
Net sales	$	71,770		$	72,470
Net sales outside Mainland China	$	65,331		$	66,368
Percentage of net sales outside of Mainland China		91.0	%		91.6	%
Net sales in Mainland China	$	6,439		$	6,102
Percentage of net sales in Mainland China		9.0	%		8.4	%
Gross profit	$	31,359		$	31,667
Gross margin		43.7	%		43.7	%
Non-GAAP gross profit(1)	$	31,792		$	32,300
Non-GAAP gross margin		44.3	%		44.6	%

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(1) The Company uses non-GAAP gross profit and non-GAAP gross profit margin, both non-GAAP financial measures, to help it make strategic decisions, establish budgets and operational goals for managing its business, analyzing its financial results, and evaluating its performance. The Company believes these non-GAAP financial measures provide additional tools for investors to use in comparing the Company’s core business and results of operations over multiple periods with other companies in its industry, many of which present similar non-GAAP financial measures to investors. However, the Company’s presentation of non-GAAP gross profit and non-GAAP gross margin may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated. Non-GAAP gross profit and non-GAAP gross margin should not be considered as the sole measures of the Company’s performance and should not be considered in isolation from, or as a substitute for gross profit or gross margin calculated in accordance with GAAP. The Company defines non-GAAP gross profit as gross profit adjusted to exclude expenses not directly attributable to gross profit, such as depreciation and amortization, gain on nonmonetary transaction, and stock-based compensation. The Company defines non-GAAP gross profit margin as non-GAAP gross profit as a percentage of net sales. For further information about the limitations of the use of non-GAAP financial measures, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission (“SEC”) on November 6, 2025. A reconciliation of the ranges presented above for preliminary Non-GAAP gross profit to gross profit, the most directly comparable financial measures stated in accordance with GAAP, is provided below.


			Ambiq Micro, Inc.

Date:	March 5, 2026	By:	/s/ Jeffrey G. Winzeler
		Name: Title:	Jeffrey G. Winzeler Chief Financial Officer

	Year ended December 31, 2025
	(Estimated)
	Low			High
	(in thousands)
	(unaudited)
Gross profit	$	31,359		$	31,667
Add:
Depreciation and amortization	$	1,856		$	1,956
Stock-based compensation	$	177		$	277
Gain on nonmonetary transaction	$	(1,600	)	$	(1,600	)
Non-GAAP gross profit	$	31,792		$	32,300
Gross margin		43.7	%		43.7	%
Non-GAAP gross margin		44.3	%		44.6	%

The Company has provided ranges, rather than specific amounts, because the Company’s closing procedures for the year ended December 31, 2025 are not yet complete. These results are preliminary and subject to change, and there is a possibility that the Company’s actual results may differ materially from these preliminary estimates. These ranges are based on the information available to the Company as of the date of this Current Report. These preliminary estimated results for the year ended December 31, 2025 are derived from the Company’s preliminary internal financial records and are subject to revisions based on the Company’s procedures and controls associated with the completion of the financial close process. These preliminary estimates have been prepared by, and are the responsibility of, management. The Company’s independent registered public accounting firm, KPMG LLP, has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to this preliminary estimated unaudited financial information. Accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. It is possible that the Company or KPMG LLP may identify items that would require the Company to make adjustments to these preliminary estimates as the Company completes its audit and that the Company’s actual results may differ materially from these preliminary estimates. Accordingly, these preliminary estimates should not be viewed as a substitute for audited financial statements prepared in accordance with generally accepted accounting principles in the United States and undue reliance should not be placed on these preliminary estimates. These preliminary estimates are not necessarily indicative of results for any future period.

The information set forth in this Item 2.02 shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

The statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” or “anticipates,” or similar expressions. These forward-looking statements include statements relating to Ambiq’s expected financial results for the year ended December 31, 2025. By their nature, forward-looking statements are not statements of historical fact or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify including those described in the section titled “Risk Factors” in Ambiq’s Quarterly Report on 10-Q for the quarter ended September 30, 2025, as well as in other filings Ambiq may make with the SEC in the future. Ambiq’s expectations, beliefs and projections are expressed in good faith and Ambiq believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Any forward-looking statement in this Current Report speaks only as of the date of this report. Ambiq undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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