Rambus (NASDAQ: RMBS) COO granted 22,234 RSUs, 9,916 shares withheld

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Rambus EVP and COO Fan Xianzhi Sean reported routine equity compensation and tax withholding transactions. On April 1, 2026, he received 22,234 restricted stock units (RSUs), each representing one share of Rambus common stock, vesting in four equal annual installments beginning on April 1, 2027.

On the same date, 9,916 shares of common stock were withheld at $89.95 per share to cover tax liabilities arising from RSU vesting. After these transactions, he directly held 206,272 shares of Rambus common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider FAN XIANZHI SEAN

Role EVP, COO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	22,234	$0.00	--
Tax Withholding	Common Stock	9,916	$89.95	$892K

Holdings After Transaction: Common Stock — 216,188 shares (Direct)

Footnotes (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. 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

RSU grant: 22,234 RSUs Tax withholding shares: 9,916 shares Withholding price: $89.95 per share +2 more

5 metrics

RSU grant 22,234 RSUs Granted on April 1, 2026 to EVP, COO

Tax withholding shares 9,916 shares Withheld at $89.95 per share for RSU tax liability

Withholding price $89.95 per share Value used for 9,916 withheld shares

Shares held after transactions 206,272 shares Direct ownership after April 1, 2026 transactions

Initial post-grant shares 216,188 shares Direct holdings immediately after RSU grant before withholding

Key Terms

RSUs, restricted stock units, tax liability, contingent right

4 terms

RSUs financial

"The shares are represented by RSUs which vest in four equal annual installments"

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.

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

"The shares were withheld to cover the Reporting Person's tax liability in connection with the vesting"

contingent right financial

"Each RSU represents a contingent right to receive one share of RMBS common stock"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 08:11 PM

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^*

FAN XIANZHI SEAN

(Last)

(First)

(Middle)

C/O RAMBUS, INC.

4453 NORTH FIRST STREET, SUITE 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)
	EVP, COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2026		A		22,234⁽¹⁾	A	$0	216,188	D
Common Stock	04/01/2026		F⁽²⁾		9,916	D	$89.95	206,272	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. 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	04/03/2026
	** 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).
** 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) EVP Fan Xianzhi Sean report?

He reported routine equity compensation activity and related tax withholding. On April 1, 2026, he received 22,234 RSUs and had 9,916 shares withheld at $89.95 per share to satisfy tax obligations tied to restricted stock unit vesting.

How many RSUs were granted to the Rambus (RMBS) EVP in this Form 4?

He received 22,234 restricted stock units. These RSUs vest in four equal annual installments starting April 1, 2027, with each RSU delivering one share of Rambus common stock when vested, representing a multi-year component of his equity-based compensation.

When do the new RSUs for Rambus (RMBS) EVP start vesting?

The RSUs begin vesting on April 1, 2027. Vesting occurs in four equal annual installments, so portions of the 22,234-unit grant will convert into common shares each year, aligning the executive’s compensation with longer-term company performance.

Why were 9,916 Rambus (RMBS) shares withheld in this filing?

The 9,916 shares were withheld to cover the reporting person’s tax liability from RSU vesting. Instead of paying cash taxes, a portion of vested shares was retained by the company at $89.95 per share to satisfy the associated tax obligation.

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

After the reported transactions, he directly holds 206,272 shares of Rambus common stock. This figure reflects the net position following the new RSU grant and the share withholding used to cover tax liabilities from restricted stock unit vesting events.

What does an RSU grant mean for Rambus (RMBS) executives?

An RSU grant provides executives a contingent right to receive common shares over time. For Rambus, each RSU equals one share upon vesting, so the 22,234-unit grant ties part of the EVP’s compensation to future company performance and share value.