RMBS Form 4: Meera Rao sells 653 shares under 10b5-1 plan

Rhea-AI Filing Summary

Rambus Inc. (RMBS) director Meera Rao reported a sale of common stock under a Rule 10b5-1 plan. The Form 4 shows a transaction dated 10/01/2025 in which 653 shares were sold at $101.99 per share, and following the sale Ms. Rao beneficially owns 29,261 shares directly. The filing notes the sale was effected pursuant to a 10b5-1 trading plan adopted May 30, 2025. The Form 4 is signed by power of attorney on 10/02/2025. The filing contains only this single non-derivative disposition and no other compensatory or derivative transactions are reported.

Insights

Financial Analyst

TL;DR: Director sold a small block of shares under a pre-established 10b5-1 plan; transaction appears routine and non-material.

The sale of 653 shares at $101.99 reduces Meera Rao's direct holding to 29,261 shares. The filing explicitly states the sale was executed under a Rule 10b5-1 plan adopted May 30, 2025, which implies pre-arranged timing rather than an ad-hoc insider sale. There are no reported derivative or compensatory transactions and no changes to ownership beyond this single disposition. From a quantitative standpoint the disclosed sale size relative to the remaining holding is modest; the Form 4 provides no company financials or other events that would change valuation analysis.

Corporate Governance Expert

TL;DR: Governance controls appear followed: sale executed under a documented 10b5-1 plan and appropriately disclosed on Form 4.

The filing documents compliance with Section 16 reporting through a timely Form 4 and cites a 10b5-1 trading plan adoption date. The signature is provided via power of attorney on 10/02/2025. There is no indication of coordinated group filings or related-party transfers. Based solely on the content, this is a routine insider disposition consistent with standard governance and insider-trading mitigation practices.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rao Meera

(Last) (First) (Middle)

C/O RAMBUS INC.

4453 NORTH FIRST STREET, SUITE 100

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RAMBUS INC [ RMBS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2025		S(1)		653	D	$101.99(2)	29,261	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on May 30, 2025.

2. All shares sold at an exact price of $101.99.

	/s/ Brian Wu, by power of attorney	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Rambus director Meera Rao disclose on Form 4 (RMBS)?

The Form 4 discloses a sale of 653 shares on 10/01/2025 at an exact price of $101.99 per share.

How many Rambus shares does Meera Rao own after the reported transaction?

Following the reported sale, Meera Rao beneficially owns 29,261 shares directly.

Was the sale by Meera Rao part of a 10b5-1 trading plan?

Yes. The Form 4 states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on May 30, 2025.

When was the Form 4 signed and who signed it?

The Form 4 was signed by Brian Wu, by power of attorney on 10/02/2025.

Does the Form 4 report any derivative transactions or acquisitions?

No. The filing reports only a single non-derivative disposition of common stock and contains no derivative or acquisition entries.