Rambus (NASDAQ: RMBS) starts $100 million accelerated share repurchase
Rhea-AI Filing Summary
Rambus Inc. entered into an accelerated share repurchase agreement with Mizuho Markets Americas LLC, through Mizuho Securities USA LLC, to buy back its common stock for an aggregate purchase price of approximately $100 million as part of its existing share repurchase program.
Rambus will pre-pay $100 million to the dealer and receive an initial delivery of approximately 796,000 shares. The final number of shares will be based on the volume-weighted average price of its stock during the transaction term, less a discount, and the program is expected to be completed by the end of the third quarter of 2026.
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Master Confirmation regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 4, 2026, Rambus Inc. (NASDAQ: RMBS) (the “Company”) entered into a Supplemental Confirmation under the Master Confirmation (the “Master Agreement,” and together with the Supplemental Confirmation, the “ASR Agreement”) with Mizuho Markets Americas LLC, through its agent Mizuho Securities USA LLC (“Dealer”), pursuant to an accelerated share repurchase program (the “ASR Program”) under which the Company will repurchase shares of the Company’s common stock for an aggregate purchase price of approximately $100 million (the “Shares”). The ASR Program is part of a broader share repurchase program previously authorized by the board of directors of the Company.
Under the ASR Agreement, the Company will pre-pay $100 million to Dealer and will receive an initial delivery of approximately 796,000 of the Shares. The final number of Shares to be repurchased by the Company under the ASR Program will be determined based on the volume-weighted average price of the Company’s common stock during the term of the transaction, less a discount. The ASR Program is expected to be completed by the end of the third quarter of 2026.
The description of the ASR Agreement contained herein is qualified in its entirety by reference to the form of the ASR Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The ASR Agreement contains other terms governing the ASR Program, including, but not limited to, the mechanism used to determine the final settlement of the repurchase of the Shares, the method of such settlement, the circumstances under which Dealer is permitted to make adjustments to the terms of the ASR Agreement, the circumstances under which the ASR Agreement may be terminated early, and various acknowledgements, representations and warranties made by the Company and Dealer.
On August 5, 2026, the Company issued a press release announcing its entry into the ASR Agreement. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in the press release that is an exhibit to this Current Report on Form 8-K 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 the press release 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 2.03. | Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information called for by this item is contained in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Form of ASR Agreement. | |
| 99.1 | Press Release of Rambus Inc. Announcing its Entry into the ASR Agreement, issued on August 5, 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: August 5, 2026 | Rambus Inc. | |||||
| /s/ Sumeet Gagneja | ||||||
| Sumeet Gagneja, Senior Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Rambus Initiates $100 Million Accelerated Share Repurchase Program
NEWS PROVIDED BY
Rambus Inc.
August 5, 2026 7:30 ET
SAN JOSE, Calif., August 5, 2026—(BUSINESS WIRE) – Rambus Inc. (NASDAQ: RMBS), a premier chip and silicon IP provider making data faster and safer, today announced that it initiated an accelerated share repurchase program with Mizuho Markets Americas LLC, through its agent Mizuho Securities USA LLC (“Dealer”) to repurchase an aggregate of approximately $100 million of its common stock.
“This accelerated share repurchase reflects our confidence in the business and reinforces our commitment to disciplined capital allocation,” said Luc Seraphin, president and chief executive officer at Rambus. “Supported by the strength of our balance sheet and continued cash generation, we remain focused on increasing stockholder value while investing in the long-term growth of the company.”
Under the accelerated share repurchase program, Rambus will pre-pay $100 million to Dealer and receive an initial delivery of approximately 796,000 shares of its common stock. The final number of shares to be repurchased will be determined based on the volume-weighted average price of Rambus common stock during the term of the transaction, less a discount. The program is expected to be completed by the end of the third quarter of 2026.
The accelerated share repurchase program is part of the broader share repurchase program previously authorized by the Rambus Board of Directors.
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 relating, among other things, to the terms of Rambus’ accelerated share repurchase program, including timing. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by Rambus’ management. Actual results may differ materially. The forward-looking statements contained in this press release are subject to risks and uncertainties, including those more fully described in Rambus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The forward-looking statements in this press release are based on information available to Rambus as of the date hereof, and Rambus undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
Contact:
Nicole Noutsios
Rambus Investor Relations
(510) 315-1003
rambus@nmnadvisors.com
Source: Rambus Inc.
Related Links
https://www.rambus.com/