Rambus CFO sells 9,074 shares under trading plan

Accepted by SEC EDGAR 10/06/2025 - 04:08 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

RAMBUS INC SVP and CFO Desmond Lynch reported selling a total of 9,074 shares of common stock on October 6, 2025 in two transactions reported as “Sale in open market or private transaction.” The prices are disclosed as weighted averages, with underlying trades between $100.75–$101.665 and $101.82–$102.13 per share, pursuant to a Rule 10b5-1 trading plan adopted June 13, 2025. After these sales, he directly holds 55,356 shares of common stock.

Insights

Corporate Governance Analyst

Insider sales were executed under a pre-set plan, limiting interpretive risk.

These dispositions were made pursuant to a Rule 10b5-1 trading plan adopted on 06/13/2025, which typically indicates trades were scheduled in advance rather than opportunistic decisions tied to undisclosed information. The filing discloses weighted average prices of $101.1681 and $101.9924 for the two sale groups executed on 10/06/2025.

The main monitoring items are confirmation that future filings show consistency with the plan and any material changes in reported beneficial ownership levels; near-term review of subsequent Form 4s within 30 days is prudent to track continuing activity.

Equity Markets Specialist

Sales sizes are modest relative to typical executive holdings but are disclosed precisely.

The reported disposals total 9,074 shares sold on 10/06/2025 across two transaction lines, at weighted average prices in the ~$101 range. The filing lists remaining beneficial ownership figures of 58,963 and 55,356 shares on each line, which provide clear post-transaction ownership snapshots.

Investors tracking insider activity should compare these ownership levels to prior filings and outstanding share counts over the next quarter to assess relative magnitude and potential signaling.

Insider Trade Summary

Net Seller: 9,074 shares

Net Sell 2 txns

Insider Lynch Desmond

Role SVP, CFO

Sold 9,074 shs ($921K)

Share of Position Sold 14.1%

Type	Security	Shares	Price	Value
Sale	Common Stock	5,467	$101.1681	$553K
Sale	Common Stock	3,607	$101.9924	$368K

Holdings After Transaction: Common Stock — 55,356 shares (Direct)

Holdings Before and After: Common Stock, 64,430 to 55,356 shares (Direct)

Other Insiders: 1 other insider reported open-market sales of this stock in the 30 days up to this filing.

Footnotes (3)

1. F1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on June 13, 2025.
2. F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.75 to $101.665, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities or Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.82 to $102.13, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities or Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

Key Figures

Common shares sold: 9074 shares First sale block: 5467 shares Second sale block: 3607 shares +3 more

6 metrics

Common shares sold 9074 shares Total common stock sold by Desmond Lynch on October 6, 2025

First sale block 5467 shares Common shares sold at a reported weighted-average price of $101.1681 per share

Second sale block 3607 shares Common shares sold at a reported weighted-average price of $101.9924 per share

Weighted average price range 1 $100.75–$101.665 Price range for multiple transactions described in a footnote

Weighted average price range 2 $101.82–$102.13 Second price range for multiple transactions described in a footnote

Post-transaction holdings 55,356 shares Direct Rambus common stock held by Desmond Lynch after the reported sales

Key Terms

Rule 10b5-1 trading plan, weighted average price, Sale in open market or private transaction

3 terms

Rule 10b5-1 trading plan regulatory

"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on June 13, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Sale in open market or private transaction financial

"transaction_code_description: Sale in open market or private transaction"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Rambus (RMBS) disclose in this Form 4?

Rambus (RMBS) disclosed that SVP and CFO Desmond Lynch sold 9,074 shares of common stock on October 6, 2025. The Form 4 reports two sale transactions classified as “Sale in open market or private transaction” at weighted-average prices around the low $100s per share.

How many Rambus (RMBS) shares did Desmond Lynch sell and at what prices?

Desmond Lynch sold 5,467 shares at a reported price of $101.1681 per share and 3,607 shares at $101.9924 per share. Footnotes state these are weighted average prices with underlying trades between $100.75–$101.665 and $101.82–$102.13 per share.

Was the Rambus (RMBS) insider sale made under a Rule 10b5-1 plan?

Yes. A footnote states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on June 13, 2025. This indicates the trades were pre-arranged under a structured plan rather than discretionary, which can reduce the informational value of transaction timing.

How many Rambus (RMBS) shares does the CFO hold after these transactions?

After the reported sales, Desmond Lynch directly holds 55,356 shares of Rambus common stock. This post-transaction balance is explicitly provided as a canonical holding, reflecting his remaining direct equity position following the October 6, 2025 trades.

What is the overall trading direction of the Rambus (RMBS) Form 4 filing?

The Form 4 shows a net sell direction. The transaction summary reports 2 sale transactions totaling 9,074 shares sold of common stock, with no reported purchases, option exercises, gifts, or tax-withholding dispositions in this filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lynch Desmond

(Last) (First) (Middle)

C/O RAMBUS INC

4453 N. FIRST ST, #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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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	10/06/2025		S(1)		5,467	D	$101.1681(2)	58,963	D
Common Stock	10/06/2025		S(1)		3,607	D	$101.9924(3)	55,356	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 June 13, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.75 to $101.665, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities or Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.82 to $102.13, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities or Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

	/s/ Brian Wu, by power of attorney	10/06/2025
	** 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.
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