RMBS Insider Filing: 2,725 RSUs Withheld; Ownership Now 73,504 Shares

Rhea-AI Filing Summary

Rambus Inc. officer Desmond Lynch reported a Form 4 disclosing a September 1, 2025 transaction in the company's common stock. The filing shows 2,725 shares were withheld at a price of $73.485 to cover tax withholding related to the vesting of restricted stock units. After the withholding, the reporting person beneficially owned 73,504 shares, which includes an exempt acquisition of 431 shares through Rambus's 2015 Employee Stock Purchase Plan. The Form 4 was signed by a power of attorney on behalf of the reporting person on September 3, 2025.

Insights

Financial Analyst

TL;DR: A tax-withholding on vested RSUs reduced Desmond Lynch's reported share count; this is routine and non-dispositive.

The Form 4 reports a withholding of 2,725 shares at $73.485 tied to RSU vesting rather than an open-market sale, indicating the transaction was administrative to satisfy tax obligations. Post-transaction beneficial ownership of 73,504 shares remains disclosed, including 431 ESPP-exempt shares. For investors, this is a routine insider filing with no new compensation grants or sales signaling a change in posture.

Corporate Governance Expert

TL;DR: Disclosure shows compliant reporting of RSU tax-withholding; no governance red flags disclosed.

The filing identifies the reporting person as SVP, CFO and documents an internal tax-withholding event for vested RSUs, consistent with standard equity compensation administration. The use of a power of attorney for signature is common and the filing includes an explanation of the exemption for 431 ESPP shares. There are no indications of unusual insider trading or departures from disclosure norms in this Form 4.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lynch Desmond

Role SVP, CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,725	$73.485	$200K

Holdings After Transaction: Common Stock — 73,504 shares (Direct)

Footnotes (1)

1. The shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units, or RSUs. Includes an exempt transaction of 431 shares acquired through the Rambus Inc. 2015 Employee Stock Purchase Plan.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
09/01/2025

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	09/01/2025		F(1)		2,725	D	$73.485	73,504(2)	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.

2. Includes an exempt transaction of 431 shares acquired through the Rambus Inc. 2015 Employee Stock Purchase Plan.

	/s/ Brian Wu, by power of attorney	09/03/2025
	** 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 Desmond Lynch report on the Form 4 for RMBS?

The Form 4 reports that 2,725 shares were withheld at $73.485 on 09/01/2025 to cover taxes related to RSU vesting.

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

The filing shows beneficial ownership of 73,504 shares following the reported transaction.

Does the Form 4 indicate a sale of shares by the insider?

No. The Form 4 indicates shares were withheld to cover tax liabilities from vested RSUs, not sold on the open market.

Are any shares from an ESPP included in the ownership total?

Yes. The total 73,504 shares includes an exempt transaction of 431 shares acquired through the Rambus 2015 Employee Stock Purchase Plan.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Brian Wu by power of attorney on 09/03/2025.