Rambus adds Victor Peng to board, updates CFO pay

Did Rambus Inc. report any related-party or conflict-of-interest issues for Victor Peng?

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What did Rambus Inc. (RMBS) disclose in this 8-K filing?

Who is Victor Peng and what is his new role at Rambus (RMBS)?

How is Interim CFO John Allen being compensated under his new arrangement at RMBS?

Will Victor Peng receive the same director compensation as other Rambus non-employee directors?

Which Rambus Board committee did Victor Peng join and who are its members?

Press Releases

Rambus stated there are no arrangements or understandings with others regarding Victor Peng’s Board appointment, no family relationships with its directors or executives, and no material interests in transactions requiring disclosure under Section 404(a) of Regulation S-K, indicating no reported related-party conflicts.

Rambus Inc. appointed Victor Peng as a Class II director, effective immediately, increasing the Board to eight members.

Accepted by SEC EDGAR 02/12/2026 - 04:10 PM EST

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Rambus Inc. appointed Victor Peng as a Class II director, effective immediately, increasing the Board to eight members. He will stand for reelection at the 2027 annual stockholders’ meeting and joins the Board’s Compensation and Human Resources Committee as a non-employee director under the standard fee program.

The company also adjusted compensation for John Allen in connection with his role as Interim Chief Financial Officer. He will receive an additional monthly salary stipend of $17,801 while serving in this role and will be eligible for a $150,000 transition bonus, under an employment agreement the company plans to file with a later periodic report.

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

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Rambus disclosed the appointment of Victor Peng to its Board of Directors and changes to Interim CFO John Allen’s compensation, including a monthly stipend and a potential transition bonus tied to his interim finance leadership role.

Victor Peng has been appointed a Class II director on the Rambus Board, effective immediately. He brings over 40 years of semiconductor leadership experience and will stand for reelection at the company’s 2027 annual meeting of stockholders, also serving on the Compensation and Human Resources Committee.

John Allen will receive an additional monthly salary stipend of $17,801 while serving as Interim Chief Financial Officer. He is also eligible for a $150,000 transition bonus, governed by an employment agreement the company intends to file with a subsequent periodic report.

Yes. Rambus stated that Victor Peng, as a non-employee director, will receive compensation in the same manner as its other non-employee directors, based on the program described in the company’s proxy statement for its 2025 annual meeting of stockholders.

Victor Peng joined the Compensation and Human Resources Committee of the Rambus Board, effective immediately. After his appointment, the committee consists of Eric Stang as chair, along with Steven Laub, Necip Sayiner, and Victor Peng overseeing compensation and human resources matters.

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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

Date of Report (Date of earliest event reported)

February 12, 2026

Rambus Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-22339

94-3112828

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I. R. S. Employer

Identification No.)

4453 North First Street, Suite 100

San Jose, California 95134

(Address of principal executive offices)

(408) 462-8000

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $.001 Par Value	RMBS	The NASDAQ Stock Market LLC
		(The NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of Directors

On February 12, 2026, the Board of Directors (the “Board”) of Rambus Inc. (the “Company”) appointed Victor Peng, age 65, to serve as a Class II director, effective immediately, and to stand for reelection at the Company’s annual meeting of stockholders to be held in 2027. In connection with Mr. Peng’s appointment, the Board resolved that the size of the Board shall be increased to eight members.

There are no arrangements or understandings between Mr. Peng and any other persons pursuant to which Mr. Peng was named a director of the Company. Mr. Peng does not have any family relationship with any of the Company’s directors or executive officers. Mr. Peng has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.

Mr. Peng was appointed to the Compensation and Human Resources Committee of the Board effective immediately. After giving effect to Mr. Peng’s appointment, the Compensation and Human Resources Committee is composed of Eric Stang, as chair, Steven Laub, Necip Sayiner, and Victor Peng.

As a non-employee director, Mr. Peng will receive compensation in the same manner as the Company’s other non-employee directors as described in the Company’s proxy statement for 2025 annual meeting of stockholders. The Company and Mr. Peng will enter into the standard director and officer indemnification agreement on the form that the Company enters into with its directors and officers.

On February 12, 2026, the Company issued a press release announcing Mr. Peng’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

(e) Compensatory Arrangements of Certain Officers

In connection with the appointment of John Allen as Interim Chief Financial Officer, the Compensation and Human Resources Committee approved an adjustment to Mr. Allen’s compensation to provide an additional monthly salary stipend of $17,801 during the period that he serves as Interim Chief Financial Officer in addition to his base salary, and Mr. Allen will be eligible to receive a transition bonus of $150,000 for such service as Interim Chief Financial Officer. The Company and Mr. Allen have agreed to an employment agreement governing his position as Interim Chief Financial Officer, including the terms described above. The Company intends to file the employment agreement with the Securities and Exchange Commission as an exhibit to a subsequent periodic report. Mr. Allen’s compensatory arrangements are subject to review and adjustment in accordance with the Company’s applicable practices and policies.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.


99.1		Press Release, dated February 12, 2026

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Victor Peng Joins Rambus Board of Directors

SAN JOSE, Calif. – February 12, 2026 – Rambus Inc. (NASDAQ: RMBS), a premier chip and silicon IP provider making data faster and safer, today announced the appointment of Victor Peng to its Board of Directors, effective Thursday, February 12, 2026.

Mr. Peng is an accomplished executive with more than 40 years of leadership experience at top semiconductor companies. Most recently, Mr. Peng served as president of Advanced Micro Devices (AMD), leading AMD’s embedded and data center GPU businesses, AI software, and the research and advanced development group. Prior to AMD, Mr. Peng served 14 years at Xilinx, holding senior level positions including president and chief executive officer, board member, chief operating officer, executive vice president, and general manager of products. Mr. Peng currently serves on the Boards of KLA Corporation and Microchip Technology Inc.

“We are delighted to welcome Victor to the Rambus Board,” said Chuck Kissner, chairman of the Rambus Board of Directors. “With comprehensive experience leading major semiconductor organizations, Victor’s breadth of technical, operational, and strategic expertise will be invaluable as we advance our market position in AI and the data center.”

“AI is redefining the fundamental requirements for hardware infrastructure, and Rambus is sitting at the center of this transition with industry-leading products and technology that enable next-level performance,” said Mr. Peng. “I am excited to join the Rambus board and work with the executive team to support the company’s long-term growth.”

Mr. Peng holds a Master of Engineering in electrical engineering from Cornell University, and a Bachelor of Science in electrical engineering from Rensselaer Polytechnic Institute.

Follow Rambus:

Company website: rambus.com

Rambus blog: rambus.com/blog

LinkedIn: www.linkedin.com/company/rambus

About Rambus Inc.

Rambus delivers industry-leading chips and silicon IP for the data center and AI infrastructure. With over three decades of advanced semiconductor experience, our products and technologies address the critical bottlenecks between memory and processing to accelerate data-intensive workloads. By enabling greater bandwidth, efficiency and security across next-generation computing platforms, we make data faster and safer. For more information, visit rambus.com.

Source: Rambus Inc.

Press Contact:

Cori Pasinetti

Rambus Corporate Communications

t: (650) 309-6226

cpasinetti@rambus.com

###

Source: View Original Filing on SEC EDGAR

4 documents

Date: February 12, 2026

Rambus Inc.

/s/ John Shinn

John Shinn

Senior Vice President and General Counsel

EX-99.1 EX-99.1 5.0 KB