[144] Rambus Inc SEC Filing

Rhea-AI Filing Summary

Gilead Sciences (GILD) filed an 8-K to disclose that its Board adopted Amended & Restated Bylaws effective 30 Jul 2025.

• Advance-notice tightened: expanded disclosure on nominating shareholders, concert parties and solicitation plans; nominees capped at the number of seats up for election.
• Universal proxy compliance: bylaws now mandate adherence to SEC Rule 14a-19 and reserve the white proxy card exclusively for the company.
• DGCL alignment: updates on adjournment notices and stockholder-list availability reflect recent Delaware law changes; emergency-condition provisions added under DGCL §110.
• Board mechanics refined: clarifies majority-vote standard for director elections, vacancy filling, and procedures for Board and committee meetings.

No financial figures or operational developments were reported; the event is purely a corporate-governance revision. Full text appears in Exhibit 3.1.

Positive

• Compliance alignment with SEC universal proxy rules and updated Delaware law reduces legal risk and potential procedural challenges.
• Clarified board procedures may enhance governance efficiency during emergencies and director vacancies.

Negative

• Increased barriers for shareholder nominations and reservation of the white proxy card may be perceived as anti-activist, raising governance-entrenchment concerns.

Insights

Corporate Governance Expert

TL;DR: Bylaw changes tighten nomination rules, meet universal proxy regs, and fortify Board control—moderately alters shareholder dynamics.

The Board’s revisions modernize the bylaws in line with SEC and DGCL changes while subtly reinforcing management’s position. Mandatory compliance with Rule 14a-19 is legally required, but reserving the white card and increasing disclosure burdens raise the hurdle for activist campaigns. Emergency provisions and clearer vacancy-filling language improve continuity. Overall, the amendments are standard among large-cap issuers and unlikely to move valuation, yet they incrementally shift leverage toward the incumbent Board.

Portfolio Manager

TL;DR: Governance housekeeping; no cash-flow impact, but slightly activist-defensive. Neutral to fundamentals.

From a portfolio perspective the filing lacks financial ramifications—no guidance, no capital allocation changes. The higher disclosure threshold for nominations may deter short-term activist noise, arguably providing management stability to focus on R&D execution. However, it could be viewed as entrenchment, a minor ESG concern. Absent earnings data, I rate the event neutral for stock valuation.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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	790	58944.90	107593820	08/04/2025	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	04/01/2025	Restricted Stock	Issuer			790	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

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did Gilead Sciences (GILD) change in its bylaws?

The Board adopted Amended & Restated Bylaws tightening advance-notice rules, requiring universal proxy compliance, and aligning with updated Delaware law.

When did the new bylaws of GILD take effect?

July 30, 2025, the date the Board approved the amendments.

How do the changes affect shareholder nominations at Gilead?

Shareholders must provide expanded disclosures, may not exceed the number of board seats up for election, and must comply with Rule 14a-19.

Does the 8-K contain any financial results for GILD?

No, the filing is limited to corporate governance changes; no revenue, EPS or guidance were provided.

Where can investors read the full text of the new bylaws?

The complete document is filed as Exhibit 3.1 to the 8-K and is available on the SEC’s EDGAR system.