Rambus CFO executes 10b5-1 sales totaling 9,074 shares

Rhea-AI Filing Summary

Rambus, Inc. (RMBS) insider Form 4 shows SVP and CFO Desmond Lynch sold shares under a pre-established Rule 10b5-1 trading plan adopted on 06/13/2025. On 10/06/2025 the reporting person reported two sales: 5,467 shares at a weighted average price of $101.1681 and 3,607 shares at a weighted average price of $101.9924. After these transactions the reporting person beneficially owned 58,963 and 55,356 shares respectively for each line item shown. The filing was signed by a power of attorney on 10/06/2025.

Positive

• Trades executed under a Rule 10b5-1 plan, indicating preplanned transactions
• Detailed weighted-average prices disclosed for both sale groups ($101.1681 and $101.9924)

Negative

• Insider sold a total of 9,074 shares on 10/06/2025, reducing beneficial holdings
• Form 4 reports multiple sale tranches, which may reflect ongoing liquidation under the plan

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.

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.
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 the RMBS insider file on Form 4?

The Form 4 reports that SVP and CFO Desmond Lynch sold shares under a Rule 10b5-1 plan on 10/06/2025, with two sale lines of 5,467 and 3,607 shares.

Were the sales part of a prearranged plan for RMBS?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted on 06/13/2025.

At what prices were the RMBS shares sold?

The weighted average prices reported are $101.1681 for the first tranche and $101.9924 for the second tranche; price ranges for each tranche are disclosed in the form.

How many RMBS shares were sold in total?

The reported sales total 9,074 shares on 10/06/2025 (5,467 and 3,607 shares).

What are the reporting person’s remaining holdings after the sales?

The Form 4 shows post-transaction beneficial ownership entries of 58,963 and 55,356 shares corresponding to each reported line.