[Form 4] Rambus Inc Insider Trading Activity

Rhea-AI Filing Summary

Meera Rao, a director of Rambus Inc. (RMBS), reported a sale of 3,000 shares of the issuer's common stock on 09/02/2025 at an exact price of $71.72 per share under a previously adopted Rule 10b5-1 trading plan dated May 30, 2025. After the reported disposition, Ms. Rao beneficially owned 29,914 shares, held directly. The Form 4 was signed by Brian Wu by power of attorney on 09/04/2025.

This disclosure is a routine insider sale documented under an executing trading plan; the filing specifies the transaction date, price, and post-transaction share count without additional context about timing or intent.

Insights

Financial Analyst

TL;DR: Director sold a small stake under a pre-set 10b5-1 plan; transaction appears routine and non-material to company valuation.

The 3,000-share sale at $71.72 reduces the director's holdings to 29,914 shares and was executed under a Rule 10b5-1 plan adopted May 30, 2025. Given the absolute size of the sale and absence of other changes, this transaction is likely not material to Rambus's capital structure or near-term financial metrics. The filing provides clear execution price and post-sale ownership but does not disclose broader timing rationale beyond the trading plan.

Corporate Governance Expert

TL;DR: Proper disclosure of an insider sale governed by a 10b5-1 plan; documentation meets Section 16 requirements.

The Form 4 identifies the reporting person as a director and marks the sale as pursuant to a Rule 10b5-1 plan, which supports affirmative defense for trades made under a pre-established plan. The filing includes transaction date, exact price per share ($71.72), and resulting beneficial ownership (29,914 shares). From a governance perspective, the report is complete for this single transaction; no additional governance concerns are raised by the data disclosed.

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).

X

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^*

Rao Meera

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S(1)		3,000	D	$71.72(2)	29,914	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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted on May 30, 2025.

2. All shares sold at an exact price of $71.72.

	/s/ Brian Wu, by power of attorney	09/04/2025
	** 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 transaction did Meera Rao report on Form 4 for RMBS?

The Form 4 reports a sale of 3,000 shares of Rambus Inc. common stock on 09/02/2025 at an exact price of $71.72 per share.

Was the sale by the director executed under a trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on May 30, 2025.

How many Rambus shares does Meera Rao beneficially own after the sale?

Following the reported transaction, Meera Rao beneficially owned 29,914 shares, held directly.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Brian Wu, by power of attorney, on 09/04/2025.

Does the filing disclose the reason for the sale or timing beyond the trading plan?

No. The Form 4 states the sale was under a Rule 10b5-1 plan but does not provide additional reasons or timing rationale.