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 leading developer of low-power system-on-a-chip, or SoC, semiconductors and software for edge and physical artificial intelligence, or AI, applications and intelligent automation. The Company's technologies make electronic systems smarter, enabling them to become partially or fully autonomous with features such as intelligent automation, complex scene understanding, and autonomous decision-making. These systems perform multi-modal data fusion and complex data analysis in real time, delivering high quality imagery, and preserving vital system resources such as power and network bandwidth. The Company specializes in the development of deployable, scalable designs for intelligent electronic systems that utilize high-bandwidth sensors offering a proven path to mass production. The Company’s products are used in a wide variety of human viewing, computer vision and edge and physical AI applications, including a variety of automotive camera systems, video security cameras, fixed robots, autonomous mobile robots (AMRs), industrial applications, intelligent transportation systems, and consumer devices, such as action, drone and 360° cameras.

The Company sells its solutions to leading original equipment manufacturers, or OEMs, who include the Company’s SoCs in their products, and original design manufacturers, or ODMs, who include the Company’s SoCs in the products that they supply to OEMs, globally.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and, therefore, do not include all information and notes normally provided in audited financial statements. The accounting policies are described in the “Notes to Consolidated Financial Statements” in the Annual Report on Form 10-K for the 2026 fiscal year filed with the SEC on March 23, 2026 (the Form 10-K) and updated, as necessary, in this Form 10-Q. The year-end condensed consolidated balance sheet data presented for comparative purposes was derived from audited financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair statement have been included. The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for any other interim period or for a full fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Form 10-K.

Basis of Consolidation

The Company’s fiscal year ends on January 31. The condensed consolidated financial statements of the Company and its subsidiaries have been prepared in conformity with U.S. GAAP. All intercompany transactions and balances have been eliminated upon consolidation.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies described in Note 1, Organization and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

Concentration of Risk

The Company’s products are manufactured, assembled and tested by third-party contractors located primarily in Asia. The Company does not have long-term agreements with these contractors. A significant disruption in the operations of one or more of these contractors would impact the production of the Company’s products which could have a material adverse effect on its business, financial condition and results of operations.

A substantial portion of the Company’s revenue is derived from sales through two of its distributors, WT Microelectronics Co., Ltd., formerly Wintech Microelectronics Co., Ltd., or WT, which serves as its non-exclusive sales representative and fulfillment partner in Asia other than Japan, and Hakuto Co., Ltd., or Hakuto, a Japanese distributor. Termination of the relationships with these customers could result in a temporary or permanent loss of revenue. Furthermore, any credit issues from these customers could impair their abilities to make timely payment to the Company. See Note 15 for additional information regarding revenue and credit concentration with these customers.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, marketable debt securities and accounts receivable. The Company maintains its cash primarily in checking accounts with reputable financial institutions. Cash deposits held with these financial institutions may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on deposits of its cash. In order to limit the exposure of each investment, the cash equivalents and marketable debt securities consist primarily of money market funds, fixed deposits, commercial paper, corporate bonds, asset-backed securities and U.S. government securities which management assesses to be highly liquid. The Company does not hold or issue financial instruments for trading purposes.

The Company performs ongoing credit evaluation of its customers and adjusts credit limits based upon payment history and customers’ credit worthiness. The Company regularly monitors collections and payments from its customers.

Restricted Cash

The restricted cash primarily consists of a Letter of Credit of approximately $0.4 million with a financial institution as collateral for the security deposit on its office lease located in Santa Clara, California, as well as those amounts required to be set aside to secure certain transactions in a foreign entity. The following table presents cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets, and the totals are presented on the condensed consolidated statements of cash flows:

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This new guidance requires public entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The ASU may be applied prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted. The Company expects to adopt this new guidance in its fiscal period ending January 31, 2028. The Company expects that such adoption will only have an impact on its financial disclosures and does not believe it will have a material impact on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This new guidance simplifies the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, and allows all entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. The new guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this new guidance and elected the practical expedient in its first quarter of fiscal year 2027. The adoption did not result in a material impact on its consolidated financial statements and disclosures.

2. Financial Instruments and Fair Value

The Company invests a portion of its cash in money market funds, fixed deposits and marketable debt securities that are denominated in United States dollars. The marketable debt security portfolio consists of commercial paper, corporate bonds, asset-backed securities and U.S. government securities. All of the investments are classified as available-for-sale securities and reported at fair value in the condensed consolidated balance sheets as follows:

The following table provides the breakdown of unrealized losses as of July 31, 2026 and January 31, 2026, respectively, aggregated by investment category and length of time that individual securities have been in a continuous loss position:

The contractual maturities of the investments at July 31, 2026 and January 31, 2026 were as follows:

The unrealized gains and losses on the available-for-sale securities were primarily caused by fluctuations in market value and interest rates as a result of the economic environment. The Company estimates the expected losses at an individual security level whenever a security’s fair value is below its amortized cost basis using the discounted cash flow method. The credit-related portion of the loss is recognized in other income, net in the condensed consolidated statements of operations but is limited to the difference between the fair value and the amortized cost basis of the security, adjusted for accrued interest. The non-credit-related portion of the loss is recognized in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets. The credit-related losses were not material for the three and six months ended July 31, 2026 and 2025, respectively. The accrued interest on available-for-sale securities is included in marketable debt securities in the condensed consolidated balance sheets. As of July 31, 2026 and January 31, 2026, the accrued interest was approximately $1.6 million and $1.0 million, respectively.

The following fair value hierarchy is applied for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

Level 3—Unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

The Company measures the fair value of money market funds and fixed deposits using quoted prices in active markets for identical assets and classifies them within Level 1. The fair value of the Company’s investments in other debt securities are obtained based on quoted prices for similar assets in active markets and are classified within Level 2.

The following tables present the fair value of the financial instruments measured on a recurring basis as of July 31, 2026 and January 31, 2026, respectively:

3. Inventories

Inventories at July 31, 2026 and January 31, 2026 consisted of the following:

4. Property and Equipment, Net

Depreciation expense was approximately $1.3 million and $1.2 million for the three months ended July 31, 2026 and 2025, respectively, and was approximately $2.5 million and $2.3 million for the six months ended July 31, 2026 and 2025, respectively. Property and equipment at July 31, 2026 and January 31, 2026 consisted of the following:

5. Goodwill and Intangible Assets, Net

Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired in a business combination.

Intangible assets primarily consist of software licenses as well as developed technology, customer relationships and trade name that were acquired from business combinations.

The Company enters into certain software license agreements with third parties from time-to-time. The software licenses consist of noncancelable on-premise internal-use software and software with alternative use that is to be sold, leased or otherwise marketed as part of a product. The licenses have been capitalized as intangible assets, and the corresponding future payments have been recorded as liabilities at net present value. As of July 31, 2026, software license liabilities of approximately $10.1 million were recorded in accrued and other current liabilities and approximately $9.3 million were recorded in other long-term liabilities in the condensed consolidated balance sheets.

The components of intangible assets as of July 31, 2026 and January 31, 2026 were as follows:

During the six months ended July 31, 2026, there were approximately $7.2 million of software licenses purchased and approximately $0.2 million expired. The amortization expense associated with software licenses was approximately $3.1 million and $3.3 million for the three months ended July 31, 2026 and 2025, respectively, and was approximately $6.2 million and $6.8 million for the six months ended July 31, 2026 and 2025, respectively. The amortization expense associated with acquisition-related intangible assets, including developed technology, customer relationships and trade name, was approximately $1.2 million and $1.2 million for the three months ended July 31, 2026 and 2025, respectively, and was approximately $2.4 million and $2.4 million for the six months ended July 31, 2026 and 2025, respectively. As of July 31, 2026, the Company has not commenced amortization with respect to approximately $14.7 million of software licenses with alternative uses that are to be sold, leased or otherwise marketed as part of products. Once the associated products are available for general release to customers, the Company will commence amortization on a product-by-product basis over the remaining estimated economic life of the products. The expected future amortization expense related to the intangible assets as of July 31, 2026 is as follows:

Goodwill is tested for impairment at least annually, in the fourth fiscal quarter, or more frequently if events or changes in circumstances indicate that it may be impaired. There wereno goodwill or intangible asset impairments for the three and six months ended July 31, 2026 and 2025, respectively.

6. Accrued and Other Current Liabilities

Accrued and other current liabilities at July 31, 2026 and January 31, 2026 consisted of the following:

The accrued employee compensation primarily consists of accrued payroll and accrued employee benefits, as well as employee stock purchase plan withholding. For the accrued employee compensation as of January 31, 2026, approximately $14.1 million of annual bonus was paid in the first quarter of fiscal year 2027, of which $8.6 million was paid in cash and $5.5 million was settled with fully vested restricted stock units. The timing of new and next-gen SoC development and invoicing from outside foundries usually results in fluctuation of accrued product development costs. The $13.5 million of development deposit liability as of January 31, 2026 represents a cash advance from a customer for funding a development project that is subject to certain refund conditions. On May 12, 2026, the Company terminated the development project with the customer. Pursuant to the terms of the termination agreement, the Company refunded $4.5 million of the deposit to the customer. The remaining $9.0 million of the deposit was recognized as a reduction of research and development expense in the second quarter ended July 31, 2026.

7. Leases

There were no material lease agreements entered into, or modified, during the six months ended July 31, 2026. The operating lease expense was approximately $0.8 million and $0.9 million for the three months ended July 31, 2026 and 2025, respectively, and was approximately $1.7 million and $1.8 million for the six months ended July 31, 2026 and 2025, respectively. The Company's short-term leases and finance leases were not material as of July 31, 2026 and January 31, 2026, respectively.

Supplemental cash flow information related to the operating leases is as follows:

As of July 31, 2026, the weighted average remaining lease term is 6.88 years, and the weighted average discount rate is 8.19 percent. Future minimum lease payments for the lease liabilities are as follows:

8. Deferred Revenue

Deferred revenue primarily relates to nonrecurring engineering (NRE) project service agreements that are already invoiced or paid, but for which, related performance obligations are not yet satisfied. It also includes amounts relating to some product shipments, wherein, a portion of a transaction price exceeds the weighted average selling price of products sold to date under tiered-pricing contracts that contain material rights. During the six months ended July 31, 2026 and 2025, the amount recognized as revenue that was included in deferred revenue at the end of the prior fiscal year was approximately $10.7 million and $7.7 million, respectively.

As of July 31, 2026, the amount of transaction price allocated to performance obligations that are unsatisfied, or partially unsatisfied, consisting of product purchase orders and NRE project service agreements with an original contract duration of more thanone year, was approximately $91.4 million, of which approximately 79% isexpected to be recognized within the next 12 months. This does not include consideration in contracts with an original expected contract duration of one year or less, or variable consideration that is constrained.

9. Other Long-Term Liabilities

Other long-term liabilities at July 31, 2026 and January 31, 2026 consisted of the following:

10. Capital Stock

Preference shares

There wereno preference shares issued and outstanding as of July 31, 2026 and January 31, 2026, respectively.

Ordinary shares

In the first quarter of fiscal year 2027, the Company added 541,319 shares to the ordinary shares reserved for issuance, pursuant to an “evergreen” provision contained in the Amended and Restated 2012 Employee Stock Purchase Plan, or ESPP. Pursuant to such provision, for each fiscal year, the number of ordinary shares reserved for issuance under the ESPP is automatically increased by a number equal to the lesser of (i)1,500,000 ordinary shares, (ii) one and one quarter percent (1.25%) of the aggregate number of ordinary shares outstanding on February 1st of each fiscal year, or (iii) an amount determined by the Company’s Board of Directors or a duly authorized committee of the Board of Directors.

As of July 31, 2026 and January 31, 2026, the following ordinary shares were reserved for future issuance under the Company’s equity plans and employee stock purchase plan:

Share repurchase program

On May 27, 2026, the Company's Board of Directors authorized a share repurchase program for a total of $50.0 million commencing July 1, 2026 through June 30, 2027. There wereno shares repurchased during the three months ended July 31, 2026. As of July 31, 2026, there was $50.0 million available for repurchases under the repurchase program through June 30, 2027. Repurchases may be made from time-to-time through open market purchases, 10b5-1 plans or privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate the Company to acquire any particular amount of ordinary shares, and it may be suspended at any time at the Company’s discretion. The repurchase program is funded using the Company’s working capital and any repurchased shares are recorded as authorized but unissued shares.

11. Stock-based Compensation

The following table presents the classification of stock-based compensation for the periods indicated:

As of July 31, 2026, approximately $2.5 million of stock-based compensation expense was accrued in accrued and other current liabilities in the condensed consolidated balance sheets. Total unrecognized compensation cost of unvested awards at July 31, 2026 was approximately $174.1 million and is expected to be recognized over a weighted-average period of 2.50 years.

The following table sets forth the weighted-average assumptions used to estimate the fair value of employee stock purchase plan awards for the periods indicated:

The following table summarizes stock option activities for the period indicated:

The intrinsic value of options outstanding and exercisable is calculated based on the difference between the fair market value of the Company’s ordinary shares on the reporting date and the exercise price. The closing price of the Company’s ordinary shares on July 31, 2026 was $86.00, as reported by The Nasdaq Global Select Market. The intrinsic value of exercised options is calculated based on the difference between the fair market value of the Company’s ordinary shares on the exercise date and the exercise price.

The following table summarizes restricted stock unit activities for the period indicated:

As of July 31, 2026, the aggregate intrinsic value of unvested restricted stock units was $246.3 million.

12. Net Loss Per Ordinary Share

The following table sets forth the computation of basic and diluted net loss per ordinary share for the periods indicated:

The following weighted-average potentially dilutive securities were excluded from the computation of diluted net loss per ordinary share as their effect would have been antidilutive:

13. Income Taxes

The following table provides details of income taxes for the periods indicated:

The increases in income tax expense for the three and six months ended July 31, 2026, as compared to the same periods in the prior fiscal year, were primarily due to decreases in loss before income taxes in the current fiscal year.

The Company files federal and state income tax returns in the United States and in various foreign jurisdictions. The Company’s fiscal years 2023 through 2026 are generally open and subject to potential examination by U.S. federal tax authorities. The Company’s fiscal years 2022 through 2026 are generally open and subject to potential examination by state tax authorities. The Company’s fiscal years 2019 to 2026 remain open to examination by foreign tax authorities. Fiscal years outside of the normal statute of limitations remain open to audit by tax authorities due to tax attributes generated in those earlier years, which have been carried forward and may be audited in subsequent years when utilized.

The Company regularly assesses the likelihood of adverse outcomes resulting from potential tax examinations to determine the adequacy of its provision for income taxes. These assessments can require considerable estimates and judgments. As of July 31, 2026, the gross amount of unrecognized tax benefits was approximately $18.9 million. If the estimates of income tax liabilities prove to be less than the ultimate assessment, then a further charge to expense could be required. If events occur, and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities could result in tax benefits being recognized in the period in which the Company determines the liabilities are no longer necessary.

14. Commitments and Contingencies

Contract Manufacturer Commitments

The Company’s components and products are procured and built by independent contract manufacturers based on sales forecasts. These forecasts include estimates of future demand, historical trends, analysis of sales and marketing activities, and adjustment of overall market conditions. The Company regularly issues purchase orders to independent contract manufacturers which are cancelable upon agreement between the Company and third-party manufacturers. These manufacturing purchase commitments typically provide the Company with flexibility to cancel, reschedule or adjust requirements based upon business needs but the Company may incur certain costs depending on the production stage of the products. As of July 31, 2026 and January 31, 2026, total manufacturing purchase commitments were approximately $49.0 million and $80.4 million, respectively. On a quarterly basis, the Company also reviews and assesses the need for any expected loss liabilities for products that it does not expect to sell for which it has committed purchases from suppliers and records the liabilities in accrued and other current liabilities in the condensed consolidated balance sheets. There wereno material loss liabilities recorded in the condensed consolidated balance sheets from adverse purchase commitments as of July 31, 2026 and January 31, 2026, respectively.

Other Commitments

There have been no material changes to other commitments as compared to the other commitments described in the Company's Annual Report on Form 10-K for the 2026 fiscal year filed with the SEC on March 23, 2026.

Indemnification

The Company, from time to time, in the normal course of business, indemnifies certain vendors with whom it enters into contractual relationships. The Company has agreed to hold the other party harmless against third-party claims in connection with the Company’s future products. The Company also indemnifies certain customers against third-party claims related to certain intellectual property and product liability matters. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim. The Company hasnot made payments under these obligations as of July 31, 2026, andno liabilities have been recorded for these obligations in the condensed consolidated balance sheets as of July 31, 2026 and January 31, 2026, respectively.

Other Matters

From time to time, the Company is subject to commercial disputes, employment issues, intellectual property claims and litigation, in the ordinary course of its business. Although the ultimate disposition of asserted claims cannot be predicted with certainty, it is the Company’s belief that the outcome of any such claims, either individually or on a combined basis, will not have a material adverse effect on its consolidated financial position. The results of any litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. As of July 31, 2026 and January 31, 2026, there wereno accruals for contingent liabilities related to such matters recorded in the condensed consolidated balance sheets.

15. Segment Reporting

The Company operates asa single operating and reportable segment and derives substantially all of its revenue from development and sales of low-power AI-based processing and video and image processing SoC solutions. In determining the reportable segment, the Company considers the research and development deployed, the nature of the production process, the distribution channels of SoCs, as well as the Company’s management structure. The Chief Executive Officer of the Company has been identified as the Chief Operating Decision Maker (the CODM) and manages the Company’s operations as a whole. The CODM uses net loss presented on a consolidated basis to evaluate the financial performance and allocate resources. The CODM also monitors budget versus actual results of the operating segment. The measure of reportable segment assets is reported within the condensed consolidated balance sheets as total assets. The accounting policies for the measurement of net loss and total assets of the reportable segment are described in the Note 1, Organization and Summary of Significant Accounting Policiesof the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the 2026 fiscal year filed with the SEC on March 23, 2026.

Geographic Revenue

The following table sets forth the Company’s revenue by geographic region based on bill-to location for the periods indicated.

Substantially all of the Company’s property and equipment were located in the United States, Taiwan, Europe and Asia Pacific region other than Taiwan. As of July 31, 2026, the net amount of fixed assets located in these regions was approximately $7.0 million, $3.7 million, $1.1 million and $0.3 million, respectively. As of January 31, 2026, the net amount of these fixed assets located in these regions was approximately $6.6 million, $3.6 million, $1.1 million and $0.3 million, respectively.

Additional Segment Information

The following table presents the significant segment expenses included in the condensed consolidated net loss for the periods indicated:

(a) The other segment items include a reduction to research and development expense associated with the release of a deposit liability following adevelopment project termination, amortization of intangible assets acquired from business combinations, non-operating (income) expenses, income tax provision (benefit) and other immaterial items.

Major Customers

For the three and six months ended July 31, 2026, the customers representing 10% or more of revenue were WT and Hakuto, which accounted for approximately 60.2% and 11.0% of total revenue for the three months ended July 31, 2026, respectively, and accounted for approximately 60.5% and 10.1% of total revenue for the six months ended July 31, 2026, respectively. For the three and six months ended July 31, 2025, the customer representing 10% or more of revenue was WT, which accounted for approximately 71.3% and 67.4% of total revenue, respectively. As of July 31, 2026, accounts receivable with WT and Hakuto were approximately $17.2 million and $4.8 million, respectively. Accounts receivable with WT was approximately $24.6 million as of January 31, 2026.

16. Subsequent Events

During the second fiscal quarter ended July 31, 2026, the Company's shareholders approved an increase of 2,750,000 ordinary shares available for issuance under the existing Amended and Restated 2021 Equity Incentive Plan. The shares were registered with the Securities and Exchange Commission (SEC) on August 3, 2026 by filing a Registration Statement in Form S-8 under the United States Securities Act of 1933.