Rambus (NASDAQ: RMBS) posts Q1 2026 results and issues Q2 outlook

Rhea-AI Filing Summary

Rambus Inc. reported first-quarter 2026 results with GAAP revenue of $180.2 million, up from $166.7 million a year earlier, and product revenue of $88.0 million, a 15% increase. GAAP net income was $59.9 million, with diluted EPS of $0.55 and non-GAAP diluted EPS of $0.63.

The company generated $83.2 million of cash from operating activities, and cash, cash equivalents and marketable securities totaled $786.1 million as of March 31, 2026. Management noted results were in line with guidance and highlighted growing demand from AI-related workloads.

For the second quarter of 2026, Rambus expects licensing billings of $76–$82 million, product revenue of $95–$101 million, contract and other revenue of $19–$25 million, and GAAP operating costs and expenses of $127–$131 million, assuming a 16% tax rate and 110 million diluted shares.

Insights

Semiconductor earnings analyst

Rambus delivered modest top-line growth, solid margins, strong cash generation and guided to higher Q2 revenue components.

Rambus posted Q1 2026 GAAP revenue of $180.2 million, up from $166.7 million, with product revenue rising 15% to $88.0 million. GAAP operating income was $61.8 million and non-GAAP operating income $75.6 million, supporting non-GAAP diluted EPS of $0.63.

Cash generation was strong, with $83.2 million from operations and cash plus marketable securities reaching $786.1 million as of March 31, 2026. Gross profit of $143.7 million on total revenue implies healthy profitability despite higher R&D and SG&A spending.

For Q2 2026, the company projects licensing billings of $76–$82 million, royalty revenue of $72–$78 million, product revenue of $95–$101 million, and GAAP operating costs and expenses of $127–$131 million. Subsequent disclosures may clarify how AI-related demand and facility closure costs influence margins over the remainder of 2026.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Total revenue: $180.2 million Product revenue: $88.0 million GAAP net income: $59.9 million +5 more

8 metrics

Total revenue $180.2 million GAAP revenue, three months ended March 31, 2026

Product revenue $88.0 million Q1 2026, up from $76.3 million in Q1 2025

GAAP net income $59.9 million Three months ended March 31, 2026

GAAP diluted EPS $0.55 per share Q1 2026 diluted net income per share

Non-GAAP diluted EPS $0.63 per share Q1 2026 non-GAAP diluted net income per share

Cash & marketable securities $786.1 million Balance as of March 31, 2026

Cash from operations $83.2 million Cash provided by operating activities in Q1 2026

Q2 2026 product revenue outlook $95–$101 million GAAP product revenue guidance for quarter ending June 30, 2026

Key Terms

licensing billings, non-GAAP, facility closure costs, stock-based compensation expense, +1 more

5 terms

licensing billings financial

"Licensing billings (operational metric) (2) | | $ | 70.8"

Payments a company invoices customers for the right to use its intellectual property, technology, software or products over a set period. For investors, these billings are important because they show cash being collected and the strength of demand even if that money is not yet counted as official revenue—think of it like a landlord sending rent invoices that signal future income and ongoing customer commitment.

non-GAAP financial

"See “Supplemental Reconciliation of GAAP to Non-GAAP Results” table included below."

Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.

facility closure costs financial

"Facility closure costs. These charges consist of exit costs associated with a building lease"

stock-based compensation expense financial

"Stock-based compensation expense. These expenses primarily relate to employee stock purchase plans"

Stock-based compensation expense is the value that a company records when it gives employees or executives shares or options to buy shares as part of their pay. It matters because it shows the true cost of paying employees this way, which can affect the company's profits and how investors see its financial health.

operating margin financial

"Operating margin | | | 34 | % | | | 38 | %"

Operating margin shows how much profit a company makes from its core business activities after paying for costs like wages and materials. It’s useful because it tells you how efficiently a company is running—higher margins mean it keeps more money from each dollar of sales, which can indicate better management or stronger products.

Earnings Snapshot

Revenue: $180.2 million · Guidance included

Q1 2026

Revenue $180.2 million

Net income $59.9 million

GAAP diluted EPS $0.55

Non-GAAP net income $69.3 million

Non-GAAP diluted EPS $0.63

Cash from operations $83.2 million

Guidance

For Q2 2026, the company guided to licensing billings of $76–$82M, royalty revenue of $72–$78M, product revenue of $95–$101M, contract and other revenue of $19–$25M, and GAAP operating costs and expenses of $127–$131M.

Understanding 8-K Material Events →

false000091727300009172732026-04-272026-04-27

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): April 27, 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 2.02 – Results of Operations and Financial Condition.

On April 27, 2026, Rambus Inc. (“Rambus,” or the “Company”) issued a press release announcing results for the quarter ended March 31, 2026. 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 April 27, 2026.
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: April 27, 2026			Rambus Inc.
			/s/ John Allen
			John Allen, Vice President, Interim Chief Financial Officer

Exhibit 99.1

News Release

RAMBUS REPORTS FIRST QUARTER 2026 FINANCIAL RESULTS

•Achieved strong Q1 results, delivering quarterly product revenue of $88.0 million, up 15% year over year

•Generated strong quarterly cash from operations of $83.2 million

•Expanded product and IP offerings for next-generation AI platforms, including the LPDDR5X SOCAMM2 server module chipset, the industry’s fastest HBM4E memory controller IP

SAN JOSE, Calif. – April 27, 2026 – Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the first quarter ended March 31, 2026. GAAP revenue for the first quarter was $180.2 million, licensing billings were $70.8 million, product revenue was $88.0 million, and contract and other revenue was $22.6 million. The Company also generated $83.2 million in cash from operating activities in the first quarter.

“Rambus opened 2026 with a solid first quarter, delivering financial results in line with guidance and generating strong cash from operations,” said Luc Seraphin, president and chief executive officer of Rambus. “The growth of AI inference and agentic workloads in the data center continues to drive demand for higher memory bandwidth, efficient data movement, and scalable connectivity. With expanding offerings across chips and IP, Rambus is well positioned to support next-generation AI platforms and drive profitable long-term growth.”

		GAAP								Non-GAAP (1)
Quarterly Financial Review		Three Months Ended March 31,								Three Months Ended March 31,
(In millions, except for percentages and per share amounts)		2026				2025				2026				2025
Revenue
Product revenue		$	88.0			$	76.3			$	88.0			$	76.3
Royalties			69.6				74.0				69.6				74.0
Contract and other revenue			22.6				16.4				22.6				16.4
Total revenue			180.2				166.7				180.2				166.7
Cost of product revenue			33.7				30.6				33.6				30.4
Cost of contract and other revenue			1.1				0.6				1.1				0.6
Amortization of acquired intangible assets (included in total cost of revenue)			1.7				1.7				—				—
Total operating expenses			81.9				70.7				69.9				59.4
Operating income		$	61.8			$	63.1			$	75.6			$	76.3
Operating margin			34	%			38	%			42	%			46	%
Net income		$	59.9			$	60.3			$	69.3			$	64.6
Diluted net income per share		$	0.55			$	0.56			$	0.63			$	0.59
Licensing billings (operational metric) (2)		$	70.8			$	73.3			$	70.8			$	73.3

(1)See “Supplemental Reconciliation of GAAP to Non-GAAP Results” table included below. Note that the applicable non-GAAP measures are presented and that revenue and cash provided by operating activities are solely presented on a GAAP basis. Additionally, licensing billings is presented as an operational metric, which is defined below.

(2)Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.

GAAP revenue for the quarter was $180.2 million, which was above the mid-point of the Company's expectations. The Company also had licensing billings of $70.8 million, product revenue of $88.0 million, and contract and other revenue of $22.6 million. The Company had total GAAP cost of revenue of $36.5 million and operating expenses of $81.9 million. The Company also had total non-GAAP operating expenses of $104.6 million (including non-GAAP cost of revenue of $34.7 million). The Company had GAAP diluted net income per share of $0.55 and non-GAAP diluted net income per share of $0.63. The Company’s basic share count was 108 million shares and its diluted share count was 110 million shares.

Cash, cash equivalents, and marketable securities as of March 31, 2026 were $786.1 million, an increase of $24.3 million as compared to December 31, 2025, mainly due to $83.2 million in cash provided by operating activities, partially offset by $38.4 million payments of taxes related to net share settlement of equity awards and $17.0 million paid for capital expenditures.

2026 Second Quarter Outlook

The Company will discuss its full revenue guidance for the second quarter of 2026 during its upcoming conference call. The following table sets forth the second quarter outlook for other measures.

(In millions)		GAAP		Non-GAAP (1)
Licensing billings (operational metric) (2)		$76 - $82		$76 - $82
Product revenue (GAAP)		$95 - $101		$95 - $101
Contract and other revenue (GAAP)		$19 - $25		$19 - $25
Total operating costs and expenses		$131 - $127		$114 - $110
Interest and other income (expense), net		$7		$7
Diluted share count		110		110

(1)See “Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates” table included below.

(2)Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.

For the second quarter of 2026, the Company expects licensing billings to be between $76 million and $82 million. The Company also expects royalty revenue to be between $72 million and $78 million, product revenue to be between $95 million and $101 million, and contract and other revenue to be between $19 million and $25 million. Revenue is not without risk and achieving revenue in this range will require that the Company sign customer agreements for various product sales and solutions licensing, among other matters.

The Company also expects operating costs and expenses to be between $131 million and $127 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $114 million and $110 million. These expectations also assume a tax rate of 16% and a diluted share count of 110 million, and exclude stock-based compensation expense of $15.7 million and amortization of acquired intangible assets of $1.5 million.

Conference Call

The Company’s management will discuss the results of the quarter during a conference call scheduled for 2:00 p.m. PT today. The call will be audio, slides will be available online at investor.rambus.com, and a replay will be available for the next week at the following numbers: (800) 770-2030 (domestic) or (+1) 609-800-9909 (international) with ID# 9039474.

Non-GAAP Financial Information

In the commentary set forth above and in the financial statements included in this earnings release, the Company presents the following non-GAAP financial measures: cost of product revenue, operating expenses, operating income, operating margin, net income and diluted net income per share. In computing each of these non-GAAP financial measures, the following items were considered as discussed below: stock-based compensation expense, acquisition-related costs and retention bonus expense, amortization of acquired intangible assets, facility closure costs, income tax adjustment, and certain other one-time adjustments. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated. Management believes the non-GAAP financial measures are appropriate for both its own assessment of, and to show investors, how the Company’s performance compares to other periods. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. A reconciliation from GAAP to non-GAAP results is included in the financial statements contained in this release.

The Company’s non-GAAP financial measures reflect adjustments based on the following items:

Stock-based compensation expense. These expenses primarily relate to employee stock purchase plans, and employee non-vested equity stock and non-vested stock units. The Company excludes stock-based compensation expense from its non-GAAP measures primarily because such expenses are non-cash expenses that the Company does not believe are reflective of ongoing operating results. Additionally, given the fact that other companies may grant different amounts and types of equity awards and may use different valuation assumptions, excluding stock-based compensation expense permits more accurate comparisons of the Company’s results with peer companies.

Acquisition-related costs. These expenses include all direct costs of certain acquisitions and the current periods’ portion of any retention bonus expense associated with the acquisitions. The Company excludes these expenses in order to provide better comparability between periods as they are related to acquisitions and have no direct correlation to the Company’s operations.

Amortization of acquired intangible assets. The Company incurs expenses for the amortization of intangible assets acquired in acquisitions. The Company excludes these items because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from the Company’s prior acquisitions and have no direct correlation to the operation of the Company’s core business.

Facility closure costs. These charges consist of exit costs associated with a building lease that was abandoned in the first quarter of 2026 and primarily include lease expense, retirement of fixed assets, restoration costs and other moving costs. The Company excludes these charges because such charges are not directly related to ongoing business results and do not reflect expected future operating expenses.

Income tax adjustment. For purposes of internal forecasting, planning and analyzing future periods that assume net income from operations, the Company estimates a fixed, long-term projected tax rate of approximately 16 percent and 20 percent for 2026 and 2025, respectively, which consists of estimated U.S. federal and state tax rates, and excludes tax rates associated with certain items such as withholding tax, tax credits, deferred tax asset valuation allowance and the release of any deferred tax asset valuation allowance. Accordingly, the Company has applied these tax rates to its non-GAAP financial results for all periods in the relevant years to assist the Company’s planning.

On occasion in the future, there may be other items, such as significant gains or losses from contingencies, that the Company may exclude in deriving its non-GAAP financial measures if it believes that doing so is consistent with the goal of providing useful information to investors and management.

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.

Forward-Looking Statements

This release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, including those relating to Rambus’ expectations regarding business opportunities, the Company’s ability to deliver long-term, profitable growth, product and investment strategies, and the Company’s outlook and financial guidance for the second quarter of 2026 and related drivers, and the Company’s ability to effectively manage market challenges. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by the Company’s management. Actual results may differ materially. The Company’s business generally is subject to a number of risks which are described more fully in Rambus’ periodic reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Contact

John Allen

Vice President, Accounting and Interim Chief Financial Officer

(408) 462-8000

jallen@rambus.com

Source: Rambus Inc.

Rambus Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)		March 31, 2026				December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents		$	134,324			$	182,826
Marketable securities			651,815				579,005
Accounts receivable			109,297				137,476
Unbilled receivables			24,869				25,209
Inventories			58,424				44,098
Prepaids and other current assets			21,151				20,202
Total current assets			999,880				988,816
Intangible assets, net			8,495				10,171
Goodwill			286,812				286,812
Property and equipment, net			113,278				113,051
Operating lease right-of-use assets			15,989				17,112
Deferred tax assets			101,484				105,542
Other assets			7,208				8,041
Total assets		$	1,533,146			$	1,529,545
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	35,290			$	35,915
Accrued salaries and benefits			16,853				22,044
Deferred revenue			23,719				29,980
EDA tools software licenses liability			15,036				14,884
Operating lease liabilities			6,362				6,310
Other current liabilities			4,567				11,441
Total current liabilities			101,827				120,574
Long-term operating lease liabilities			17,042				18,671
Long-term EDA tools software licenses liability			16,014				20,908
Other long-term liabilities			5,023				4,967
Total long-term liabilities			38,079				44,546
Total stockholders’ equity			1,393,240				1,364,425
Total liabilities and stockholders’ equity		$	1,533,146			$	1,529,545

Rambus Inc.

Condensed Consolidated Statements of Income

(Unaudited)

		Three Months Ended March 31,
(In thousands, except per share amounts)		2026				2025
Revenue:
Product revenue		$	88,002			$	76,309
Royalties			69,642				73,975
Contract and other revenue			22,545				16,380
Total revenue			180,189				166,664
Cost of revenue:
Cost of product revenue			33,729				30,583
Cost of contract and other revenue			1,128				546
Amortization of acquired intangible assets			1,675				1,713
Total cost of revenue			36,532				32,842
Gross profit			143,657				133,822
Operating expenses:
Research and development			50,229				42,620
Sales, general and administrative			31,670				28,058
Total operating expenses			81,899				70,678
Operating income			61,758				63,144
Interest income and other income (expense), net			7,151				4,856
Interest expense			(279	)			(377	)
Interest and other income (expense), net			6,872				4,479
Income before income taxes			68,630				67,623
Provision for income taxes			8,772				7,320
Net income		$	59,858			$	60,303
Net income per share:
Basic		$	0.55			$	0.56
Diluted		$	0.55			$	0.56
Weighted-average shares used in per share calculations:
Basic			108,030				107,236
Diluted			109,716				108,628

Rambus Inc.

Supplemental Reconciliation of GAAP to Non-GAAP Results

(Unaudited)

		Three Months Ended March 31,
(In thousands, except for per share amounts)		2026				2025
Cost of product revenue		$	33,729			$	30,583
Adjustment:
Stock-based compensation expense			(139	)			(162	)
Non-GAAP cost of product revenue		$	33,590			$	30,421
Total operating expenses		$	81,899			$	70,678
Adjustments:
Stock-based compensation expense			(11,314	)			(11,221	)
Facility closure costs			(730	)			—
Acquisition-related costs			—				(21	)
Non-GAAP total operating expenses		$	69,855			$	59,436
Operating income		$	61,758			$	63,144
Adjustments:
Stock-based compensation expense			11,453				11,383
Amortization of acquired intangible assets			1,675				1,713
Facility closure costs			730				—
Acquisition-related costs			—				21
Non-GAAP total operating income		$	75,616			$	76,261
Net income		$	59,858			$	60,303
Stock-based compensation expense			11,453				11,383
Amortization of acquired intangible assets			1,675				1,713
Facility closure costs			730				—
Acquisition-related costs			—				21
Income tax adjustment			(4,426	)			(8,828	)
Non-GAAP net income		$	69,290			$	64,592
Non-GAAP diluted net income per share		$	0.63			$	0.59
Weighted-average shares used in non-GAAP diluted per share calculation			109,716				108,628

Rambus Inc.

Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates

(Unaudited)

2026 Second Quarter Outlook		Three Months Ended June 30, 2026
(In millions)		Low				High
Forward-looking operating costs and expenses		$	131.2			$	127.2
Adjustments:
Stock-based compensation expense			(15.7	)			(15.7	)
Amortization of acquired intangible assets			(1.5	)			(1.5	)
Forward-looking Non-GAAP operating costs and expenses		$	114.0			$	110.0

FAQ

How did Rambus (RMBS) perform financially in Q1 2026?

Rambus delivered higher revenue in Q1 2026, with GAAP revenue of $180.2 million, up from $166.7 million a year earlier. Net income was $59.9 million, and diluted earnings per share were $0.55 GAAP and $0.63 on a non-GAAP basis.

What were Rambus (RMBS) product and licensing metrics for Q1 2026?

In Q1 2026, Rambus reported $88.0 million in product revenue and $69.6 million in royalties. Licensing billings, an operational metric reflecting invoiced licensing amounts, were $70.8 million, compared with $73.3 million in the prior-year quarter.

How strong was Rambus (RMBS) cash generation and balance sheet in Q1 2026?

Rambus generated $83.2 million in cash from operating activities during Q1 2026. Cash, cash equivalents and marketable securities totaled $786.1 million as of March 31, 2026, up $24.3 million from December 31, 2025, after taxes on equity awards and capital expenditures.

What guidance did Rambus (RMBS) give for Q2 2026 revenue components?

For Q2 2026, Rambus expects licensing billings of $76–$82 million, royalty revenue of $72–$78 million, product revenue of $95–$101 million, and contract and other revenue of $19–$25 million, outlining anticipated contributions across its main business lines.

What Q2 2026 cost and share assumptions did Rambus (RMBS) provide?

Rambus forecasts Q2 2026 GAAP operating costs and expenses of $127–$131 million and non-GAAP operating costs and expenses of $110–$114 million. Guidance assumes a 16% tax rate and a diluted share count of 110 million shares outstanding.

How do Rambus (RMBS) GAAP and non-GAAP results differ in Q1 2026?

In Q1 2026, GAAP net income was $59.9 million with diluted EPS of $0.55, while non-GAAP net income was $69.3 million with diluted EPS of $0.63. Adjustments include stock-based compensation, amortization of acquired intangibles, facility closure costs and related tax effects.

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