[8-K] Rambus Inc Reports Material Event

Rhea-AI Filing Summary

Marex Group plc (MRX) – Schedule 13G/A (Amendment 1) filed 28 July 2025

A consortium of prior shareholders—Ocean Ring Jersey Co Ltd (Jersey), Ocean Trade Lux Co S.à r.l. (Luxembourg) and four related Trilantic Capital Partners vehicles—now reports aggregate beneficial ownership of 0 ordinary shares, or 0.0 % of the outstanding class. All filers indicate no sole or shared voting or dispositive power. Item 5 confirms ownership has fallen below the 5 % reporting threshold; therefore the group is no longer a “reporting person” after this amendment.

Prior to disposal, the shares were held directly by Ocean Ring, a wholly-owned subsidiary of Ocean Trade, itself controlled by Trilantic Capital Partners IV (Europe) and co-investors. The filing contains no financial results, purchase price data or forward-looking statements; it solely updates beneficial ownership status.

Key takeaway for investors: A formerly significant private-equity-backed group has fully exited its equity position, potentially removing an overhang but also signalling that strategic investors have realised their investment.

Positive

• Increased public float may enhance MRX share liquidity and potential index inclusion.

Negative

• Complete exit of a strategic 5 %+ shareholder could be viewed as loss of informed sponsor confidence.
• Removal of PE oversight may raise governance or support concerns for some investors.

Insights

Equity Portfolio Manager

TL;DR – Private-equity group sells entire MRX stake; float rises, sponsor support ends.

The Trilantic/Ocean entities’ complete disposal reduces sponsor concentration and increases free float, which can improve liquidity and index eligibility. However, their exit eliminates a deep-pocketed insider that previously provided strategic guidance and potential follow-on capital. The filing is impactful because it formally removes a >5 % holder and could influence sentiment and trading dynamics, especially given MRX’s recent IPO-era lock-ups. No price or timing data are supplied, so the market impact depends on whether the shares were already placed. Overall, the news skews mildly negative: loss of endorsement outweighs liquidity benefit.

Corporate Governance Specialist

TL;DR – Governance shifts to fully public-market shareholder base.

With zero voting power retained, Trilantic and affiliates relinquish board-level influence, signalling an end to PE-style oversight. This can empower independent directors but also removes a knowledgeable owner with long-term perspective. The filing requires no immediate corporate action, yet it changes control dynamics and may affect future capital-raising strategies. Materiality is moderate: no direct financial hit, yet governance balance and investor mix are meaningfully altered.

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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): July 28, 2025

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 2.02 – Results of Operations and Financial Condition.

On July 28, 2025, Rambus Inc. (“Rambus,” or the “Company”) issued a press release announcing results for the quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information under Item 2.02 in this current report on Form 8-K and the related information in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

99.1	Earnings press release dated July 28, 2025.
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

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.

Date: July 28, 2025			Rambus Inc.
			/s/ Desmond Lynch
			Desmond Lynch, Senior Vice President, Finance and Chief Financial Officer

FAQ

Why did Ocean Ring and Trilantic file an amended Schedule 13G for MRX?

They now report 0 shares (0.0 %), confirming their ownership dropped below the 5 % reporting threshold.

How many Marex Group plc shares do the reporting persons currently own?

The filing states aggregate beneficial ownership of zero shares and no voting or dispositive power.

Does the filing affect Marex Group's control structure?

Yes. With the PE group exiting, no sponsor-level voting influence remains, shifting governance fully to the public market.

Is there any financial information or purchase price disclosed?

No. The Schedule 13G/A only updates ownership; no transaction price, date, or proceeds are provided.

Could the exit improve Marex's share liquidity?

Potentially. Shares formerly held by a concentrated holder enter the free float, which can widen the investor base and trading volume.