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☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromto ______Commission file number: 001-35667 AMBARELLA, INC. (Exact name of registrant as specified in its charter) (408) 734-8888(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The number of ordinary shares of the Registrant outstanding as of November 30, 2025 was 43,050,486 shares. AMBARELLA, INC.QUARTERLY REPORT ON FORM 10-QTABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item 1.Financial Statements3Unaudited Condensed Consolidated Balance Sheets at October 31, 2025 and January 31, 20253Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended October 31,2025 and 20244Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three and nine months endedOctober 31, 2025 and 20245Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months endedOctober 31, 2025 and 20246Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended October 31, 2025and 20247Notes to Unaudited Condensed Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22Item 3.Quantitative and Qualitative Disclosures About Market Risk30Item 4.Controls and Procedures30PART II. OTHER INFORMATION31Item 1.Legal Proceedings31Item1A.Risk Factors31Item 2Unregistered Sales of Equity Securities and Use of Proceeds56Item 5.Other Information57Item 6.Exhibits57Signatures59 AMBARELLA, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands, except share and per share data)(unaudited) AMBARELLA, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except share and per share data)(unaudited) AMBARELLA, INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(unaudited, in thousands) AMBARELLA, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited, in thousands) AMBARELLA, INC. Notes to Condensed Consolidated Financial Statements(Unaudited) 1. Organization and Summary of Significant Accounting Policies Organization Ambarella, Inc. (the Company) was incorporated in the Cayman Islands on January 15, 2004. The Company is a leadingdeveloper of low-power semiconductor solutions offering powerful artificial intelligence (AI) processing, advanced image signalprocessing, and high-definition (HD) and Ultra HD compression. The Company combines its processor design capabilities with itsexpertise in video and image processing, algorithms and software to provide a technology platform that is designed to be easilyscalable across multiple applications and enable rapid and efficient product development. The Company’s system-on-a-chip, orSoC, products fully integrate high-definition video processing, image processing, AI algorithms, audio processing and systemfunctions onto a single chip. These low power SoCs deliver exceptional video and image quality and can extract valuable data fromhigh-resolution video and radar streams. The Company is currently addressing a broad range of human and AI applications,including video security, advanced driver assistance systems (ADAS), electronic mirrors, drive recorders, driver/cabin monitoringsystems, autonomous driving, and industrial and robotic applications. The Co