Rambus CAO covers taxes with 1,131 shares

Rambus Inc. Chief Accounting Officer John K. Allen reported a tax-withholding disposition of 1,131 shares of common stock.

Accepted by SEC EDGAR 04/07/2026 - 04:34 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Rambus Inc. Chief Accounting Officer John K. Allen reported a tax-withholding disposition of 1,131 shares of common stock. The shares were withheld by the company at a price of $92.22 per share to cover his tax liability related to the vesting of restricted stock units.

After this non‑open‑market transaction, Allen directly holds 17,131 shares of Rambus common stock. This type of withholding is a routine administrative step associated with equity compensation and does not represent an open‑market sale or purchase decision.

Insider Trade Summary

Exercise Price or Tax Liability: 1,131 shares

Exercise Price or Tax Liability 1 txn

Insider Allen John K

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,131	$92.22	$104K

Holdings After Transaction: Common Stock — 17,131 shares (Direct)

Holdings Before and After: Common Stock, 18,262 to 17,131 shares (Direct)

Footnotes (1)

1. F1. The shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units, or RSUs.

Key Figures

Shares withheld for taxes: 1,131 shares Withholding price: $92.22 per share Shares held after transaction: 17,131 shares +1 more

4 metrics

Shares withheld for taxes 1,131 shares Withheld to cover RSU-related tax liability

Withholding price $92.22 per share Value used for tax-withholding disposition

Shares held after transaction 17,131 shares Direct Rambus common stock holdings post-withholding

Tax-withholding transactions 1 transaction, 1,131 shares Summary of Form 4 tax-withholding activity

Key Terms

restricted stock units, tax liability, Chief Accounting Officer, tax-withholding disposition

4 terms

restricted stock units financial

"in connection with the vesting of restricted stock units, or RSUs"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax liability financial

"were withheld to cover the Reporting Person's tax liability in connection"

Chief Accounting Officer financial

""officer_title": "Chief Accounting Officer""

A chief accounting officer is a senior executive responsible for overseeing a company's financial records and ensuring all accounting practices are accurate and compliant with regulations. They play a key role in preparing financial reports that help investors understand the company's financial health, much like a trusted navigator guiding a ship through complex waters. Their work ensures transparency and trust in the company's financial information.

tax-withholding disposition financial

""transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

What insider transaction did Rambus (RMBS) report for John K. Allen?

Rambus reported that Chief Accounting Officer John K. Allen had 1,131 common shares withheld. The shares were used to cover his tax liability arising from the vesting of restricted stock units, rather than being sold on the open market.

Was the Rambus (RMBS) insider transaction an open-market sale?

No, the transaction was not an open-market sale. The 1,131 shares were withheld by Rambus to satisfy John K. Allen’s tax obligations from RSU vesting, a standard administrative process for equity compensation plans.

How many Rambus (RMBS) shares does John K. Allen hold after this filing?

After the tax-withholding transaction, John K. Allen directly holds 17,131 shares of Rambus common stock. This figure reflects his position following the 1,131 shares withheld to cover taxes on vested restricted stock units.

What price per share was used for the Rambus (RMBS) tax withholding?

The tax withholding used a price of $92.22 per share for the 1,131 Rambus common shares. This price determines the value applied to cover John K. Allen’s tax liability related to his restricted stock unit vesting.

What does transaction code "F" mean in the Rambus (RMBS) Form 4?

Transaction code “F” indicates shares were used to pay an exercise price or tax liability. In this Rambus filing, it shows 1,131 shares were withheld from John K. Allen’s RSU vesting to satisfy his personal tax obligations.

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).

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^*

Allen John K

(Last) (First) (Middle)

C/O RAMBUS INC.

4453 NORTH FIRST STREET, STE. 100

(Street)

SAN JOSE CALIFORNIA 95134

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026

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

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

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

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	04/03/2026		F(1)		1,131	D	$92.22	17,131	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 shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units, or RSUs.

	/s/Brian Wu, by power of attorney	04/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)