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Rambus (RMBS) CAO gets 2,779 RSUs, 1,153 shares withheld for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rambus Chief Accounting Officer John K. Allen reported equity compensation and related tax withholding transactions in company stock. He received 2,779 restricted stock units, each representing a right to one share of Rambus common stock, vesting in four equal annual installments starting on April 1, 2027. On the same date, 495 shares and 658 shares of common stock were withheld at $89.95 per share to cover tax liabilities from RSU vesting, rather than being sold on the open market. Following these transactions, Allen directly holds 18,262 shares of Rambus common stock, which include shares acquired through the Rambus Inc. 2015 Employee Stock Purchase Plan.

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Insider Allen John K
Role Chief Accounting Officer
Type Security Shares Price Value
Grant/Award Common Stock 2,779 $0.00 --
Tax Withholding Common Stock 495 $89.95 $45K
Tax Withholding Common Stock 658 $89.95 $59K
Holdings After Transaction: Common Stock — 19,415 shares (Direct)
Footnotes (1)
  1. The shares are represented by RSUs which vest in four equal annual installments beginning on April 1, 2027 or the first business trading day thereafter. Each RSU represents a contingent right to receive one share of RMBS common stock. Includes an exempt transaction of 269 shares acquired through the Rambus Inc. 2015 Employee Stock Purchase plan. Includes an exempt transaction of 277 shares acquired through the Rambus Inc. 2015 Employee Stock Purchase plan. The shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units, or RSUs.
RSU award size 2,779 RSUs Granted to CAO John K. Allen on April 1, 2026
Tax withholding shares 1 495 shares Withheld at $89.95 per share for tax liability
Tax withholding shares 2 658 shares Withheld at $89.95 per share for tax liability
Total tax withholding shares 1,153 shares Sum of F-code tax-withholding dispositions
Withholding price $89.95 per share Price used for tax-withholding share valuation
Post-transaction holdings 18,262 shares Direct Rambus common stock held after transactions
ESPP acquisition 1 269 shares Acquired via 2015 Employee Stock Purchase Plan
ESPP acquisition 2 277 shares Acquired via 2015 Employee Stock Purchase Plan
restricted stock units financial
"The shares are represented by RSUs which vest in four equal annual installments"
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.
RSUs financial
"Each RSU represents a contingent right to receive one share of RMBS common stock"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
Employee Stock Purchase plan financial
"Includes an exempt transaction of 269 shares acquired through the Rambus Inc. 2015 Employee Stock Purchase plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
tax liability financial
"The shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of restricted stock units"
exempt transaction financial
"Includes an exempt transaction of 277 shares acquired through the Rambus Inc. 2015 Employee Stock Purchase plan"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026A2,779(1)A$019,415(2)(3)D
Common Stock04/01/2026F(4)495D$89.9518,920D
Common Stock04/01/2026F(4)658D$89.9518,262D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The shares are represented by RSUs which vest in four equal annual installments beginning on April 1, 2027 or the first business trading day thereafter. Each RSU represents a contingent right to receive one share of RMBS common stock.
2. Includes an exempt transaction of 269 shares acquired through the Rambus Inc. 2015 Employee Stock Purchase plan.
3. Includes an exempt transaction of 277 shares acquired through the Rambus Inc. 2015 Employee Stock Purchase plan.
4. 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 attorney04/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Rambus reported that Chief Accounting Officer John K. Allen received 2,779 restricted stock units and had 1,153 shares of common stock withheld to cover tax liabilities from RSU vesting. After these transactions, he directly holds 18,262 shares of Rambus common stock.

How large was the RSU award granted to the Rambus (RMBS) Chief Accounting Officer?

John K. Allen received an award of 2,779 restricted stock units, each representing a contingent right to one share of Rambus common stock. These RSUs are scheduled to vest in four equal annual installments, beginning on April 1, 2027, or the first business trading day thereafter.

What does the tax withholding transaction mean in the Rambus (RMBS) Form 4?

The Form 4 shows that 495 and 658 shares of Rambus common stock were withheld at $89.95 per share to cover John K. Allen’s tax liabilities arising from RSU vesting. These F-code transactions are not open-market sales but share withholdings for tax payment.

How many Rambus (RMBS) shares does John K. Allen hold after these transactions?

After the reported RSU award and tax withholding transactions, John K. Allen directly holds 18,262 shares of Rambus common stock. This total includes exempt acquisitions of 269 shares and 277 shares through the Rambus Inc. 2015 Employee Stock Purchase Plan, as noted in the footnotes.

When will the newly granted Rambus (RMBS) RSUs to John K. Allen vest?

The 2,779 restricted stock units granted to John K. Allen will vest in four equal annual installments. Vesting begins on April 1, 2027, or the first business trading day thereafter, with each vested RSU converting into one share of Rambus common stock.

What role does the Employee Stock Purchase Plan play in John K. Allen’s Rambus (RMBS) holdings?

Footnotes state that John K. Allen’s reported holdings include exempt transactions of 269 shares and 277 shares acquired through the Rambus Inc. 2015 Employee Stock Purchase Plan. These ESPP acquisitions form part of his total direct ownership of 18,262 shares.