Rambus officer proposes $5.75M share sale

The listed securities were acquired from Rambus as performance shares and restricted stock, with acquisition entries dated February 1, 2024, through April 1, 2025.

Accepted by SEC EDGAR 05/26/2026 - 04:06 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Rambus Inc. officer Xianzhi Sean Fan gave notice of a proposed sale of 37,914 common shares, with an aggregate market value of $5,751,227.74 and an approximate sale date of May 26, 2026.

Key Figures

Common shares proposed for sale: 37,914 shares Aggregate market value: $5,751,227.74 Approximate sale date: Approximately May 26, 2026

3 metrics

Common shares proposed for sale 37,914 shares Approximate sale date: May 26, 2026

Aggregate market value $5,751,227.74 Proposed sale

Approximate sale date Approximately May 26, 2026 Proposed sale

Key Terms

Performance Shares, Restricted Stock, Aggregate Market Value

3 terms

Performance Shares financial

"Nature of acquisition transaction: Performance Shares"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

Restricted Stock financial

"Nature of acquisition transaction: Restricted Stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Aggregate Market Value financial

"Aggregate Market Value"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RMBS shares did Xianzhi Sean Fan report for sale?

Xianzhi Sean Fan reported a proposed sale of 37,914 common shares, with an aggregate market value of $5,751,227.74 and an approximate sale date of May 26, 2026.

How did Xianzhi Sean Fan acquire the RMBS shares listed for sale?

The acquisition entries identify performance shares and restricted stock acquired from Rambus. The listed acquisition dates run from February 1, 2024, through April 1, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001583840
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	RAMBUS INC.
SEC File Number	000-22339
Address of Issuer	4453 North First Street Suite 100 San Jose CALIFORNIA 95134
Phone	(408) 462-8000
Name of Person for Whose Account the Securities are To Be Sold	XIANZHI S FAN
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	37914	5751227.74	108136967	05/26/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/01/2025	Performance Shares	Issuer			10	02/01/2025	Not Applicable
Common	02/03/2024	Restricted Stock	Issuer			5370	02/03/2024	Not Applicable
Common	02/01/2024	Restricted Stock	Issuer			4377	02/01/2024	Not Applicable
Common	02/01/2025	Restricted Stock	Issuer			4349	02/01/2025	Not Applicable
Common	02/01/2024	Restricted Stock	Issuer			6529	02/01/2024	Not Applicable
Common	02/01/2025	Restricted Stock	Issuer			6814	02/01/2025	Not Applicable
Common	02/01/2024	Restricted Stock	Issuer			3421	02/01/2024	Not Applicable
Common	02/01/2025	Restricted Stock	Issuer			4012	02/01/2025	Not Applicable
Common	04/01/2025	Restricted Stock	Issuer			3032	04/01/2025	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	05/26/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Xianzhi Sean Fan
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)