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CFO Desmond Lynch exits Rambus (NASDAQ: RMBS); guidance reaffirmed

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

Rambus Inc. announced that Chief Financial Officer Desmond Lynch will resign effective February 27, 2026 to pursue another professional opportunity. The company states his departure is not related to any disagreement over operations, policies, or practices.

In connection with his departure, Rambus has appointed John Allen, its current Vice President, Accounting and Chief Accounting Officer, as Vice President, Interim Chief Financial Officer. Allen, age 62, will retain his Chief Accounting Officer role and currently receives an annual base salary of $383,985 with a target bonus of $153,594, and eligibility for annual equity grants.

The company has begun a formal search for a permanent CFO and highlights confidence in its finance organization during the transition. Separately, Rambus is reaffirming its previously issued financial guidance for the first quarter of fiscal 2026, signaling no change to its short-term outlook alongside this leadership change.

Positive

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Negative

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Insights

Rambus announces a CFO transition while reaffirming first-quarter 2026 guidance.

Rambus is undergoing a leadership change as CFO Desmond Lynch resigns effective February 27, 2026 to pursue another opportunity. The company explicitly notes his departure is not due to disagreements on operations, policies, or practices, which can help reduce governance concerns.

Continuity is supported by appointing internal executive John Allen as interim CFO while he remains Chief Accounting Officer. His existing compensation structure and long accounting background suggest familiarity with Rambus’ financial reporting, which may help stabilize the transition period.

The company’s reaffirmation of its previously issued guidance for the first quarter of fiscal 2026 indicates that near-term financial expectations remain unchanged despite the CFO change. Subsequent company communications can further clarify progress on the permanent CFO search and any updates to outlook.

RAMBUS INC false 0000917273 0000917273 2026-02-04 2026-02-04
 
 

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 4, 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.

(b) Departure of Certain Officers

On February 4, 2026, Desmond Lynch, Senior Vice President, Chief Financial Officer of Rambus Inc. (the “Company”) notified the Company that he was resigning with an effective date as of February 27, 2026. Mr. Lynch is resigning to pursue another professional opportunity, and his departure is not related to any disagreement with the Company relating to its operations, policies or practices. The Company thanks Mr. Lynch for his years of valuable service.

(c) Appointment of Certain Officers

In connection with and effective upon Mr. Lynch’s departure, the Company is appointing John Allen to the position of Vice President, Interim Chief Financial Officer. Mr. Allen will also continue to serve in his current role of the Company’s Chief Accounting Officer.

Mr. Allen, age 62, currently serves as the Company’s Vice President, Accounting and Chief Accounting Officer, and has served in that role since 2023. Previously, Mr. Allen served as Senior Vice President, Corporate Controller of Xperi Inc., a consumer and entertainment technology company, from 2012 to March 2023. Mr. Allen received a BA degree in Business Economics from the University of California, Santa Barbara in 1985.

Mr. Allen’s current annual compensation consists of a base salary of $383,985 and a target bonus of $153,594, and he is eligible for an annual equity grant. Mr. Allen’s compensatory arrangements are subject to review and adjustment in accordance with the Company’s applicable practices and policies.

There is no arrangement or understanding between Mr. Allen and any other person pursuant to which Mr. Allen was appointed as Interim Chief Financial Officer. There are no family relationships between Mr. Allen and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On February 10, 2026, the Company issued a press release announcing Mr. Allen’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 - Financial Statements and Exhibits.

 

(d)    Exhibits.
99.1    Press Release, dated February 10, 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.

 

Date: February 10, 2026

   

Rambus Inc.

     

/s/ John Shinn

     

John Shinn

Senior Vice President and General Counsel

Exhibit 99.1

 

LOGO

Rambus Announces Departure of Chief Financial Officer

SAN JOSE, Calif. – February 10, 2026 – Rambus Inc. (NASDAQ: RMBS), a premier chip and silicon IP provider making data faster and safer, today announced that Desmond Lynch, senior vice president and chief financial officer (CFO), will resign from Rambus effective February 27, 2026, to pursue another opportunity. A formal search has commenced for a new CFO. John Allen, current vice president and chief accounting officer at Rambus, will serve as interim CFO and ensure a seamless transition until a permanent successor has been appointed.

“Des has been a valued partner in supporting the company’s continued momentum, and we thank him for his many contributions,” said Luc Seraphin, chief executive officer at Rambus. “With John serving as interim CFO, backed by our strong finance organization, we are confident in our ongoing ability to execute on our growth strategy and deliver long-term value.”

“It has been a privilege to serve as CFO of Rambus and work alongside such a talented global team,” said Desmond Lynch. “I am proud of the financial and operational milestones Rambus achieved, and look forward to following the continued success of the company.”

Separately, Rambus is reaffirming its previously issued guidance for the first quarter of fiscal year 2026.

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 the Company’s outlook and financial guidance for the first quarter of 2026. 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.

Source: Rambus Inc.

Contact:

Nicole Noutsios

Rambus Investor Relations

(510) 315-1003

rambus@nmnadvisors.com

© Rambus Inc.

FAQ

Why is Rambus (RMBS) Chief Financial Officer Desmond Lynch resigning?

Desmond Lynch is resigning as Rambus CFO to pursue another professional opportunity. Rambus states that his departure, effective February 27, 2026, is not related to any disagreement with the company’s operations, policies, or practices, and publicly thanks him for his years of valuable service.

Who will serve as interim CFO at Rambus (RMBS) after Desmond Lynch leaves?

John Allen will serve as interim Chief Financial Officer at Rambus. He is currently Vice President, Accounting and Chief Accounting Officer, and will retain that role while acting as interim CFO, providing continuity in the finance function during the search for a permanent successor.

What are the key details of John Allen’s role and compensation at Rambus (RMBS)?

John Allen is Vice President, Accounting and Chief Accounting Officer, now also interim CFO. His current annual compensation includes a base salary of $383,985 and a target bonus of $153,594, and he is eligible for an annual equity grant under Rambus’ compensation practices.

When will Rambus (RMBS) CFO Desmond Lynch’s resignation become effective?

Desmond Lynch’s resignation as CFO of Rambus becomes effective February 27, 2026. He notified the company on February 4, 2026, and will depart later that month, allowing time for transition as John Allen steps in as interim Chief Financial Officer.

Did Rambus (RMBS) change its financial guidance with the CFO transition?

Rambus reaffirmed its previously issued guidance for the first quarter of fiscal 2026. In the same announcement as the CFO transition, the company stated that its outlook for that quarter remains unchanged, suggesting stable near-term financial expectations despite the leadership change.

Does Rambus (RMBS) report any family or related-party ties for interim CFO John Allen?

Rambus reports no family relationships or related-party transactions for John Allen. The company states there are no family relationships between him and any director or executive officer and no material interest in transactions requiring disclosure under Item 404(a) of Regulation S-K.

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4 documents
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