Rambus (NASDAQ: RMBS) SVP gets 5,558 RSUs, 1,913 shares for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Rambus Inc. senior vice president and general counsel John Shinn received 5,558 shares of common stock in the form of restricted stock units (RSUs). The RSUs vest in four equal annual installments beginning on April 1, 2027, with each RSU representing one share of RMBS common stock.

On the same date, 1,913 shares were withheld at $89.95 per share to cover his tax liability related to RSU vesting. After these compensation-related transactions, Shinn directly holds 22,112 shares of Rambus common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Shinn John

Role SVP, General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,558	$0.00	--
Tax Withholding	Common Stock	1,913	$89.95	$172K

Holdings After Transaction: Common Stock — 24,025 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: 5,558 shares Tax withholding shares: 1,913 shares Withholding price: $89.95 per share +2 more

5 metrics

RSU grant 5,558 shares Restricted stock units awarded to John Shinn

Tax withholding shares 1,913 shares Shares withheld to cover RSU-related tax liability

Withholding price $89.95 per share Value used for 1,913-share tax-withholding disposition

Shares held after transactions 22,112 shares Direct Rambus common stock ownership after Form 4 events

Vesting schedule 4 equal annual installments RSUs vest annually starting April 1, 2027

Key Terms

RSUs, restricted stock units, tax liability

3 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

"The shares were withheld to cover the Reporting Person's tax liability 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 of restricted stock units..."

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 08:18 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^*

Shinn John

(Last)

(First)

(Middle)

C/O RAMBUS INC

4453 NORTH 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, General Counsel

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		5,558⁽¹⁾	A	$0	24,025	D
Common Stock	04/01/2026		F⁽²⁾		1,913	D	$89.95	22,112	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 did Rambus (RMBS) executive John Shinn report in this Form 4?

John Shinn reported a grant of 5,558 restricted stock units and a related tax withholding of 1,913 shares. These are compensation and tax events, not open-market trades, and leave him holding 22,112 Rambus common shares directly afterward.

How many RSUs did Rambus (RMBS) grant to John Shinn and how do they vest?

Rambus granted John Shinn 5,558 RSUs, each representing one RMBS common share. The RSUs vest in four equal annual installments beginning on April 1, 2027, or the first business trading day thereafter, spreading the award over several years.

Why were 1,913 Rambus (RMBS) shares withheld from John Shinn?

1,913 shares were withheld to cover John Shinn’s tax liability arising from the vesting of restricted stock units. The Form 4 labels this as a tax-withholding disposition, with the shares valued at $89.95 each for this withholding transaction.

How many Rambus (RMBS) shares does John Shinn own after these transactions?

Following the RSU grant and tax withholding, John Shinn directly holds 22,112 shares of Rambus common stock. This figure reflects his updated direct ownership after the compensation grant and the share withholding used to satisfy tax obligations.

Were these Rambus (RMBS) transactions open-market buys or sells?

These transactions were not open-market buys or sells. The Form 4 shows an acquisition coded as a grant or award of 5,558 RSUs and a disposition coded as tax withholding of 1,913 shares to satisfy tax liabilities tied to RSU vesting.