Rambus (RMBS) CFO logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Rambus Inc. SVP and CFO Desmond Lynch reported equity-related transactions in company common stock. On February 1, 2026, he acquired 34,554 shares at $0 upon vesting of performance restricted stock units tied to company metrics and continued service. On the same date, 22,105 shares were withheld at $113.71 per share to satisfy tax obligations from restricted stock vesting. After these transactions, Lynch directly owned 67,891 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

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)
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		34,554(1)	A	$0	89,996(2)	D
Common Stock	02/01/2026		F(3)		22,105	D	$113.71	67,891	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. Includes an exempt transaction of 86 shares acquired through the Rambus, Inc. 2015 Employee Stock Purchase Plan

3. 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).
** 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 insider transactions did Rambus (RMBS) CFO Desmond Lynch report?

Desmond Lynch reported RSU-related equity activity in Rambus common stock. On February 1, 2026, 34,554 shares were acquired at $0 from performance RSU vesting, and 22,105 shares were withheld at $113.71 to cover tax obligations tied to restricted stock vesting.

How many Rambus (RMBS) shares does the CFO own after this Form 4?

Following the reported transactions, Rambus SVP and CFO Desmond Lynch directly owned 67,891 shares of Rambus common stock. This balance reflects both the 34,554-share RSU vesting and the 22,105 shares withheld for taxes on February 1, 2026, as disclosed.

Were Rambus (RMBS) CFO Desmond Lynch’s transactions open-market sales?

The filing shows no open-market sales. One transaction reports 34,554 shares acquired at $0 from performance RSU vesting, while another reports 22,105 shares withheld at $113.71 to satisfy tax liabilities associated with restricted stock vesting, rather than discretionary market selling.

What are the performance RSUs mentioned in the Rambus (RMBS) Form 4?

The performance RSUs represent awards that vested on February 1, 2026, based on assessed achievement of Rambus’s performance metrics and continued service. Each performance RSU granted to Desmond Lynch entitled him to receive one share of Rambus common stock upon vesting, yielding 34,554 shares.

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

The 22,105-share transaction coded “F” reflects shares withheld for taxes. These shares were retained by Rambus to cover Desmond Lynch’s tax liability arising from vesting restricted stock units, at a value of $113.71 per share, rather than being sold in the open market.

Does the Rambus (RMBS) Form 4 include employee stock purchase plan shares?

Yes. A footnote explains that the holdings include an exempt transaction of 86 shares acquired through the Rambus, Inc. 2015 Employee Stock Purchase Plan. This amount is part of Desmond Lynch’s reported beneficial ownership after the February 1, 2026 equity transactions.