Rambus (RMBS) COO Sean Fan executes 37,914-share open-market stock sale

Rhea-AI Filing Summary

Rambus EVP and COO Sean Xianzhi Fan reported selling 37,914 shares of Rambus common stock in open-market transactions. The sales occurred on May 26, 2026 at prices around $151–$152 per share, including trades at a weighted average price of $151.6896 within a range of $151.27 to $152.18, and a separate block of 100 shares at $152.35. These were routine open-market sales of directly owned shares.

Insider Trade Summary

Net Seller: 37,914 shares ($5,751,226)

Net Sell 2 txns

Insider FAN XIANZHI SEAN

Role EVP, COO

Sold 37,914 shs ($5.75M)

Type	Security	Shares	Price	Value
Sale	Common Stock	37,814	$151.6896	$5.74M
Sale	Common Stock	100	$152.35	$15K

Holdings After Transaction: Common Stock — 168,458 shares (Direct, null)

Footnotes (1)

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.27 to $152.18, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. All shares sold at an exact price of $152.35

Key Figures

Total shares sold: 37,914 shares Weighted average price: $151.6896 per share Exact-price block: 100 shares at $152.35 +1 more

4 metrics

Total shares sold 37,914 shares Open-market sales of common stock on May 26, 2026

Weighted average price $151.6896 per share Multiple transactions within $151.27–$152.18 range

Exact-price block 100 shares at $152.35 Separate open-market sale of common stock

Net share change -37,914 shares Net-sell direction across reported transactions

Key Terms

open-market sale, weighted average price, Common Stock, Form 4

4 terms

open-market sale financial

"transaction_action":"open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Common Stock financial

""security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

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)
05/26/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/26/2026		S		37,814	D	$151.6896(1)	168,458	D
Common Stock	05/26/2026		S		100	D	$152.35(2)	168,358	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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $151.27 to $152.18, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

2. All shares sold at an exact price of $152.35

	/s/ Brian Wu, by power of attorney	05/26/2026
	** 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)

FAQ

What insider transaction did Rambus (RMBS) report for Sean Xianzhi Fan?

Rambus reported that EVP and COO Sean Xianzhi Fan sold 37,914 shares of common stock in open-market transactions. The trades were disclosed on Form 4 and involved directly held shares, indicating a personal portfolio move rather than an options exercise or gift.

How many Rambus (RMBS) shares did Sean Xianzhi Fan sell and at what prices?

Sean Xianzhi Fan sold a total of 37,914 Rambus common shares. Most shares were sold at a weighted average price of $151.6896 within a $151.27–$152.18 range, with an additional 100 shares sold at exactly $152.35, all as open-market sales.

What type of transaction is shown in the Rambus (RMBS) Form 4 for Sean Xianzhi Fan?

The Form 4 shows open-market sales of Rambus common stock by Sean Xianzhi Fan. The SEC code “S” identifies these as sales in the open market or private transactions, rather than option exercises, tax withholdings, gifts, or other non-market transfers.

Did Sean Xianzhi Fan’s Rambus (RMBS) transactions involve derivative securities or options?

The reported transactions involve only non-derivative Rambus common stock. The derivative section is empty, indicating no options or other derivative instruments were exercised or converted in this filing, and all reported activity relates to direct share sales.

How is the weighted average sale price disclosed in the Rambus (RMBS) Form 4 footnotes?

The Form 4 notes that the reported price is a weighted average for multiple trades between $151.27 and $152.18. It also states the insider will provide full trade-by-trade pricing details to the issuer, any security holder, or SEC staff upon request.