Rambus (NASDAQ: RMBS) CFO granted new RSU share awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Gagneja Sumeet reported acquisition or exercise transactions in this Form 4 filing.

Rambus Inc. SVP and CFO Sumeet Gagneja received two new stock-based compensation awards. On May 1, 2026, he was granted 26,802 shares of common stock represented by RSUs that vest in four equal annual installments beginning on May 1, 2027. He was also granted 14,518 shares of common stock represented by RSUs that vest in two equal annual installments beginning on May 1, 2027. Each RSU represents a contingent right to receive one share of RMBS common stock upon vesting, and both awards are held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gagneja Sumeet

Role SVP, CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	14,518	$0.00	--
Grant/Award	Common Stock	26,802	$0.00	--

Holdings After Transaction: Common Stock — 14,518 shares (Direct, null)

Footnotes (1)

The shares are represented by RSUs which vest in four equal annual installments beginning on May 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 are represented by RSUs which vest in two equal annual installments beginning on May 1, 2027 or the first business trading day thereafter. Each RSU represents a contingent right to receive one share of RMBS common stock.

Key Figures

RSU grant size (4-year): 26,802 shares RSU grant size (2-year): 14,518 shares Shares after first grant: 41,320 shares +1 more

4 metrics

RSU grant size (4-year) 26,802 shares RSUs vesting in four equal annual installments beginning May 1, 2027

RSU grant size (2-year) 14,518 shares RSUs vesting in two equal annual installments beginning May 1, 2027

Shares after first grant 41,320 shares Common stock held directly following the 26,802-share award

Shares after second grant 14,518 shares Common stock held directly following the 14,518-share award

Key Terms

RSUs, contingent right, annual installments, restricted stock unit

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.

contingent right financial

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

annual installments financial

"RSUs which vest in four equal annual installments beginning on May 1, 2027"

restricted stock unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 08:19 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^*

Gagneja Sumeet

(Last)

(First)

(Middle)

4453 N FIRST ST

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)
	SVP, CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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	05/01/2026		A		14,518⁽¹⁾	A	$0	14,518	D
Common Stock	05/01/2026		A		26,802⁽²⁾	A	$0	41,320	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 May 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 are represented by RSUs which vest in two equal annual installments beginning on May 1, 2027 or the first business trading day thereafter. Each RSU represents a contingent right to receive one share of RMBS common stock.

	/s/ Brian Wu, by power of attorney	05/04/2026
	** 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 transaction did Rambus (RMBS) report for CFO Sumeet Gagneja?

Rambus reported that CFO Sumeet Gagneja received two stock awards on May 1, 2026. He was granted RSUs covering 26,802 and 14,518 shares of common stock, both held directly as compensation rather than open-market purchases.

How many Rambus (RMBS) shares are covered by the new RSU grants?

The new awards cover 26,802 and 14,518 shares of Rambus common stock through RSUs. Each restricted stock unit converts into one share upon vesting, tying the CFO’s compensation more closely to the company’s future stock performance.

When do the new Rambus (RMBS) RSU awards to the CFO vest?

The 26,802-share RSU grant vests in four equal annual installments starting May 1, 2027. The 14,518-share RSU grant vests in two equal annual installments starting the same date, creating a staggered vesting schedule over several years.

Are the Rambus (RMBS) CFO’s new grants open-market purchases or compensation awards?

These transactions are compensation awards, not open-market purchases. They are coded as grants (transaction code A), with zero purchase price, and are structured as RSUs that deliver shares over time as vesting conditions are met.

How many Rambus (RMBS) shares does the CFO hold after these RSU grants?

Following the 26,802-share grant, the Form 4 shows 41,320 shares of common stock in that account. After the 14,518-share grant, it shows 14,518 shares in that account, reflecting direct holdings tied to the respective RSU awards.