RMBS Insider Sale: CFO Desmond Lynch Disposes 9,074 Shares Under Trading Plan

Rhea-AI Filing Summary

Desmond Lynch, SVP and Chief Financial Officer of Rambus Inc. (RMBS), reported an insider sale. On 09/15/2025 he disposed of 9,074 shares of Rambus common stock at a weighted average price of $91.7014, with transaction prices ranging from $88.125 to $94.50. After the sale, he beneficially owned 64,430 shares. The filing states the sale was effected under a Rule 10b5-1 trading plan adopted on 06/13/2025.

Positive

• Sale conducted under a documented Rule 10b5-1 trading plan, showing pre-planned execution and compliance with insider trading rules
• Filing discloses price range and weighted average price, providing transparency about the transaction

Negative

• Insider reduced ownership by 9,074 shares, leaving the reporting person with 64,430 shares
• Sale may be perceived negatively by some investors despite being pre-planned (no operational context provided in this filing)

Insights

Financial Analyst

TL;DR: A routine, pre-planned insider sale under a 10b5-1 plan; not a company-disclosed operational change.

The Form 4 documents a single non-derivative disposal of 9,074 shares by the CFO at a weighted average price of $91.7014, leaving 64,430 shares beneficially owned. The filing explicitly states the sale was executed pursuant to a Rule 10b5-1 trading plan adopted 06/13/2025, and reports the price range for individual trades. From a financial perspective this is a liquidity event for the insider rather than a disclosure of company performance trends; the filing contains no operational or earnings data.

Corporate Governance Expert

TL;DR: Insider sale follows a documented 10b5-1 plan, indicating protocol compliance and advance planning.

The disclosure shows adherence to structured insider-trading controls by documenting the 10b5-1 plan adoption date and providing transaction pricing details. Signature by a power of attorney is noted on 09/16/2025. The filing does not indicate any amendment or exception, and no additional indirect ownership or derivative activity is reported. This is a standard governance disclosure without evidence in this form of unusual timing or related-party transactions.

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).

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)
09/15/2025

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	09/15/2025		S(1)		9,074	D	$91.7014(2)	64,430	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 mulitple transactions at prices ranging from $88.125 to $94.50, inclusive.

	/s/ Brian Wu, by power of attorney	09/16/2025
	** 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 (RMBS) insider Desmond Lynch sell?

Desmond Lynch sold 9,074 shares of Rambus common stock on 09/15/2025 at a weighted average price of $91.7014.

Was the RMBS insider sale part of a pre-planned trading program?

Yes. The Form 4 states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on 06/13/2025.

How many Rambus shares does the reporting person own after the transaction?

64,430 shares beneficially owned following the reported sale.

What price range did the RMBS sale occur at?

The reported transactions occurred at prices ranging from $88.125 to $94.50, with a weighted average of $91.7014.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Brian Wu, by power of attorney, on 09/16/2025.