Rambus (RMBS) EVP reports PRSU vesting and 92,403-share tax withholding

Rhea-AI Filing Summary

Rambus executive EVP, COO Fan Xianzhi Sean reported equity compensation activity in company stock. On February 1, 2026, he acquired 148,802 shares of Rambus common stock at $0 per share through vesting of performance restricted stock units, each representing one share.

On the same date, 92,403 shares were withheld at $113.71 per share to cover tax liabilities related to restricted stock unit vesting. After these transactions, he directly beneficially owned 193,954 shares of Rambus common stock.

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

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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^*

FAN XIANZHI SEAN

(Last) (First) (Middle)

C/O RAMBUS, INC.

4453 NORTH FIRST STREET, SUITE 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)
	EVP, COO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		A		148,802(1)	A	$0	286,357	D
Common Stock	02/01/2026		F(2)		92,403	D	$113.71	193,954	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 are represented by performance restricted stock units, or PRSUs, all of which vest on February 1, 2026 based upon assessed achievement of the Company's performance metrics and continued service to the Company through the vesting date. Each PRSU represents a contingent right to receive one share of RMBS common stock.

2. 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	02/03/2026
	** 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).
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FAQ

What insider transaction did Rambus (RMBS) report for EVP, COO Fan Xianzhi Sean?

Rambus reported that EVP, COO Fan Xianzhi Sean had performance restricted stock units vest into 148,802 shares of common stock on February 1, 2026. A portion of these shares was then withheld to satisfy related tax obligations from restricted stock unit vesting.

How many Rambus (RMBS) shares did the EVP acquire in this Form 4 filing?

The EVP acquired 148,802 shares of Rambus common stock at $0 per share through performance restricted stock units vesting on February 1, 2026. Each PRSU represented a contingent right to receive one share of RMBS common stock upon vesting and continued service.

How many Rambus (RMBS) shares were withheld for taxes in this Form 4?

A total of 92,403 Rambus common shares were withheld to cover the reporting person’s tax liability. This withholding was connected to the vesting of restricted stock units, as disclosed, and was executed at a share price of $113.71 on February 1, 2026.

What type of equity awards are referenced in the Rambus (RMBS) Form 4?

The filing references performance restricted stock units, or PRSUs, which vested based on the company’s performance metrics and continued service through February 1, 2026. Each PRSU provided a contingent right to receive one share of Rambus common stock upon meeting those vesting conditions.

How many Rambus (RMBS) shares does the EVP beneficially own after these transactions?

Following the reported transactions, the EVP beneficially owns 193,954 shares of Rambus common stock directly. This figure reflects the net position after both the vesting of 148,802 shares and the withholding of 92,403 shares to satisfy tax obligations related to restricted stock unit vesting.

What is the effective date of the Rambus (RMBS) PRSU vesting in this Form 4?

The performance restricted stock units vested on February 1, 2026, subject to assessed achievement of Rambus’s performance metrics and the reporting person’s continued service. On that date, the PRSUs converted into 148,802 shares of Rambus common stock as disclosed in the filing.