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

August 6, 2018

Date of Report (date of earliest event reported)

AMBARELLA, INC.

(Exact name of Registrant as specified in its charter)

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):

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.  ☐

On August 6, 2018, Ambarella, Inc. (“Ambarella” of the “Company”) announced that Kevin C. “Casey” Eichler has been appointed as Vice President and Chief Financial Officer of Ambarella, effective immediately.

Mr. Eichler, age 58, most recently served as President and Chief Financial Officer of Ultra Clean Holdings, Inc. (NASDAQ:UCTT) from March 2015 to July 2016 and as Executive Vice President and Chief Financial Officer from July 2009 to February 2015, where he oversaw all the financial reporting for the company, as well as business development and key customer relationships. Prior to joining Ultra Clean Holdings, Mr. Eichler was the Senior Vice President and Chief Financial Officer of Credence Systems Corporation from January 2008 to November 2008, Executive Vice President of Operations and Chief Financial Officer of MarketTools, Inc. from March 2006 to December 2007, and Vice President and Chief Financial Officer of MIPS Technologies Inc. from June 1998 to February 2006. Prior to that, he held management positions with several technology companies, including Visigenic Software, NeXT Software and Microsoft. Mr. Eichler holds a Bachelor of Science degree in accounting from St. John’s University.

In connection with his appointment, Mr. Eichler will receive annualized base salary of $325,000 and will be eligible to participate in Ambarella’s Fiscal Year 2019 Annual Bonus Plan. Mr. Eichler’s employment with Ambarella will be on an “at will” basis, and he will participate in the benefit programs generally available to employees of Ambarella, including Ambarella’s 401(k) plan, health insurance and life and disability insurance.

In addition, it will be recommended to the Company’s Board of Directors (the “Board”) that Mr. Eichler receive a grant of 100,000 time-based restricted stock units, vesting quarterly over four years with a one-year cliff, and an option to purchase 20,000 ordinary shares, vesting monthly over four years with a one-year cliff. The Company also intends to enter into its standard forms of Change of Control and Severance Agreement and Indemnification Agreement with Mr. Eichler.

There are no arrangements or understandings between Mr. Eichler and any other person pursuant to which he was appointed as Vice President and Chief Financial Officer of Ambarella. Mr. Eichler does not have any family relationship with any director or other executive of Ambarella, and there are no transactions in which Mr. Eichler has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Eichler succeeds George Laplante, who announced his retirement earlier this year. Mr. Laplante intends to assist in the transition of duties through September 30, 2018, after which he is expected to have a non-financial consulting role with the Company assisting in strategic assignments.

A copy of the press release relating to the appointment of Mr. Eichler is attached hereto as Exhibit 99.1.

(d) Exhibits

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.

Exhibit 99.1

Ambarella Announces Appointment of Kevin C. “Casey” Eichler as Chief Financial Officer

SANTA CLARA, Calif., August 6, 2018 — Ambarella, Inc. (NASDAQ: AMBA) a leading developer of low-power, HD and Ultra HD video processing semiconductors, today announced the appointment of Kevin C. “Casey” Eichler as Vice President and Chief Financial Officer, effective immediately. As CFO, Mr. Eichler will report directly to Chief Executive Officer Fermi Wang. Mr. Eichler succeeds George Laplante, who announced his intention to retire earlier this year.

“We are thrilled to have Casey join Ambarella as our Chief Financial Officer,” said Mr. Wang. “Casey brings proven public company finance and operational expertise and will play a critical role in helping us expand our market opportunities in security, automotive and robotics with our new computer vision solutions. Casey has a comprehensive range of technology experience, including in the semiconductor industry, and we look forward to his contributions to our continued success.”

Mr. Eichler served as the President and Chief Financial Officer of Ultra Clean Holdings, Inc. (NASDAQ: UCTT) from March 2015 to July 2016 and as Executive Vice President and Chief Financial Officer from July 2009 to February 2015, where he oversaw all the financial reporting for the company, as well as business development and key customer relationships. Prior to joining Ultra Clean Holdings, Mr. Eichler was the Senior Vice President and Chief Financial Officer of Credence Systems Corporation from January 2008 to November 2008, Executive Vice President of Operations and Chief Financial Officer of MarketTools, Inc. from March 2006 to December 2007, and Vice President and Chief Financial Officer of MIPS Technologies Inc. from June 1998 to February 2006. Prior to that, he held management positions with several technology companies, including Visigenic Software, NeXT Software and Microsoft. Mr. Eichler holds a Bachelor of Science degree in accounting from St. John’s University.

Mr. Eichler said, “I am excited to join Ambarella, and I look forward to working with Fermi and the Ambarella team. With the introduction of its new computer vision solutions and the opportunities to penetrate new markets, this is an exciting time for the company.”

Mr. Laplante intends to assist in the transition of duties through September 30, 2018, after which he is expected to have a non-financial consulting role with the company assisting in strategic assignments. “I want to again thank George for his leadership and significant contributions to Ambarella and wish him all the best as he begins this new chapter,” said Mr. Wang.

About Ambarella

Ambarella, Inc. (NASDAQ: AMBA) is a leading developer of low-power, high-definition (HD) and Ultra HD video compression, image processing and computer vision solutions. The company’s products are used in a variety of IP security, sports, wearable, drone and automotive video cameras. Ambarella’s solutions leverage over 20 years of pioneering research in computer vision to enable future generations of intelligent cameras, Advanced Driver Assistance Systems and autonomous vehicles. For more information about Ambarella, please visit www.ambarella.com.

Contacts:

Ambarella Contact: www.ambarella.com/about/contact/inquiries

Investor Relations Contact: Deborah Stapleton, T: +1 650 815 1239, deb@stapleton.com