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Form 8-K

sec.gov

8-K — RAMBUS INC

Accession: 0001193125-26-182076

Filed: 2026-04-27

Period: 2026-04-27

CIK: 0000917273

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rmbs-20260427.htm (Primary)

EX-99.1 (rmbs-ex99_1.htm)

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8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 27, 2026

Rambus Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-22339

94-3112828

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I. R. S. Employer

Identification No.)

4453 North First Street, Suite 100

San Jose, California 95134

(Address of principal executive offices)

(408) 462-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, $.001 Par Value

RMBS

The Nasdaq Stock Market LLC

(The Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 – Results of Operations and Financial Condition.

On April 27, 2026, Rambus Inc. (“Rambus,” or the “Company”) issued a press release announcing results for the quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information under Item 2.02 in this current report on Form 8-K and the related information in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

99.1

Earnings press release dated April 27, 2026.

104

Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 27, 2026

Rambus Inc.

/s/ John Allen

John Allen, Vice President, Interim Chief Financial Officer

EX-99.1

EX-99.1

Filename: rmbs-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

News Release

RAMBUS REPORTS FIRST QUARTER 2026 FINANCIAL RESULTS

Achieved strong Q1 results, delivering quarterly product revenue of $88.0 million, up 15% year over year

Generated strong quarterly cash from operations of $83.2 million

Expanded product and IP offerings for next-generation AI platforms, including the LPDDR5X SOCAMM2 server module chipset, the industry’s fastest HBM4E memory controller IP

SAN JOSE, Calif. – April 27, 2026 – Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the first quarter ended March 31, 2026. GAAP revenue for the first quarter was $180.2 million, licensing billings were $70.8 million, product revenue was $88.0 million, and contract and other revenue was $22.6 million. The Company also generated $83.2 million in cash from operating activities in the first quarter.

“Rambus opened 2026 with a solid first quarter, delivering financial results in line with guidance and generating strong cash from operations,” said Luc Seraphin, president and chief executive officer of Rambus. “The growth of AI inference and agentic workloads in the data center continues to drive demand for higher memory bandwidth, efficient data movement, and scalable connectivity. With expanding offerings across chips and IP, Rambus is well positioned to support next-generation AI platforms and drive profitable long-term growth.”

GAAP

Non-GAAP (1)

Quarterly Financial Review

Three Months Ended

March 31,

Three Months Ended

March 31,

(In millions, except for percentages and per share amounts)

2026

2025

2026

2025

Revenue

Product revenue

$

88.0

$

76.3

$

88.0

$

76.3

Royalties

69.6

74.0

69.6

74.0

Contract and other revenue

22.6

16.4

22.6

16.4

Total revenue

180.2

166.7

180.2

166.7

Cost of product revenue

33.7

30.6

33.6

30.4

Cost of contract and other revenue

1.1

0.6

1.1

0.6

Amortization of acquired intangible assets (included in total cost of revenue)

1.7

1.7

Total operating expenses

81.9

70.7

69.9

59.4

Operating income

$

61.8

$

63.1

$

75.6

$

76.3

Operating margin

34

%

38

%

42

%

46

%

Net income

$

59.9

$

60.3

$

69.3

$

64.6

Diluted net income per share

$

0.55

$

0.56

$

0.63

$

0.59

Licensing billings (operational metric) (2)

$

70.8

$

73.3

$

70.8

$

73.3

(1)

See “Supplemental Reconciliation of GAAP to Non-GAAP Results” table included below. Note that the applicable non-GAAP measures are presented and that revenue and cash provided by operating activities are solely presented on a GAAP basis. Additionally, licensing billings is presented as an operational metric, which is defined below.

(2)

Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.

GAAP revenue for the quarter was $180.2 million, which was above the mid-point of the Company's expectations. The Company also had licensing billings of $70.8 million, product revenue of $88.0 million, and contract and other revenue of $22.6 million. The Company had total GAAP cost of revenue of $36.5 million and operating expenses of $81.9 million. The Company also had total non-GAAP operating expenses of $104.6 million (including non-GAAP cost of revenue of $34.7 million). The Company had GAAP diluted net income per share of $0.55 and non-GAAP diluted net income per share of $0.63. The Company’s basic share count was 108 million shares and its diluted share count was 110 million shares.

Cash, cash equivalents, and marketable securities as of March 31, 2026 were $786.1 million, an increase of $24.3 million as compared to December 31, 2025, mainly due to $83.2 million in cash provided by operating activities, partially offset by $38.4 million payments of taxes related to net share settlement of equity awards and $17.0 million paid for capital expenditures.

2026 Second Quarter Outlook

The Company will discuss its full revenue guidance for the second quarter of 2026 during its upcoming conference call. The following table sets forth the second quarter outlook for other measures.

(In millions)

GAAP

Non-GAAP (1)

Licensing billings (operational metric) (2)

$76 - $82

$76 - $82

Product revenue (GAAP)

$95 - $101

$95 - $101

Contract and other revenue (GAAP)

$19 - $25

$19 - $25

Total operating costs and expenses

$131 - $127

$114 - $110

Interest and other income (expense), net

$7

$7

Diluted share count

110

110

(1)

See “Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates” table included below.

(2)

Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.

For the second quarter of 2026, the Company expects licensing billings to be between $76 million and $82 million. The Company also expects royalty revenue to be between $72 million and $78 million, product revenue to be between $95 million and $101 million, and contract and other revenue to be between $19 million and $25 million. Revenue is not without risk and achieving revenue in this range will require that the Company sign customer agreements for various product sales and solutions licensing, among other matters.

The Company also expects operating costs and expenses to be between $131 million and $127 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $114 million and $110 million. These expectations also assume a tax rate of 16% and a diluted share count of 110 million, and exclude stock-based compensation expense of $15.7 million and amortization of acquired intangible assets of $1.5 million.

Conference Call

The Company’s management will discuss the results of the quarter during a conference call scheduled for 2:00 p.m. PT today. The call will be audio, slides will be available online at investor.rambus.com, and a replay will be available for the next week at the following numbers: (800) 770-2030 (domestic) or (+1) 609-800-9909 (international) with ID# 9039474.

Non-GAAP Financial Information

In the commentary set forth above and in the financial statements included in this earnings release, the Company presents the following non-GAAP financial measures: cost of product revenue, operating expenses, operating income, operating margin, net income and diluted net income per share. In computing each of these non-GAAP financial measures, the following items were considered as discussed below: stock-based compensation expense, acquisition-related costs and retention bonus expense, amortization of acquired intangible assets, facility closure costs, income tax adjustment, and certain other one-time adjustments. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated. Management believes the non-GAAP financial measures are appropriate for both its own assessment of, and to show investors, how the Company’s performance compares to other periods. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. A reconciliation from GAAP to non-GAAP results is included in the financial statements contained in this release.

The Company’s non-GAAP financial measures reflect adjustments based on the following items:

Stock-based compensation expense. These expenses primarily relate to employee stock purchase plans, and employee non-vested equity stock and non-vested stock units. The Company excludes stock-based compensation expense from its non-GAAP measures primarily because such expenses are non-cash expenses that the Company does not believe are reflective of ongoing operating results. Additionally, given the fact that other companies may grant different amounts and types of equity awards and may use different valuation assumptions, excluding stock-based compensation expense permits more accurate comparisons of the Company’s results with peer companies.

Acquisition-related costs. These expenses include all direct costs of certain acquisitions and the current periods’ portion of any retention bonus expense associated with the acquisitions. The Company excludes these expenses in order to provide better comparability between periods as they are related to acquisitions and have no direct correlation to the Company’s operations.

Amortization of acquired intangible assets. The Company incurs expenses for the amortization of intangible assets acquired in acquisitions. The Company excludes these items because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from the Company’s prior acquisitions and have no direct correlation to the operation of the Company’s core business.

Facility closure costs. These charges consist of exit costs associated with a building lease that was abandoned in the first quarter of 2026 and primarily include lease expense, retirement of fixed assets, restoration costs and other moving costs. The Company excludes these charges because such charges are not directly related to ongoing business results and do not reflect expected future operating expenses.

Income tax adjustment. For purposes of internal forecasting, planning and analyzing future periods that assume net income from operations, the Company estimates a fixed, long-term projected tax rate of approximately 16 percent and 20 percent for 2026 and 2025, respectively, which consists of estimated U.S. federal and state tax rates, and excludes tax rates associated with certain items such as withholding tax, tax credits, deferred tax asset valuation allowance and the release of any deferred tax asset valuation allowance. Accordingly, the Company has applied these tax rates to its non-GAAP financial results for all periods in the relevant years to assist the Company’s planning.

On occasion in the future, there may be other items, such as significant gains or losses from contingencies, that the Company may exclude in deriving its non-GAAP financial measures if it believes that doing so is consistent with the goal of providing useful information to investors and management.

About Rambus Inc.

Rambus delivers industry-leading chips and silicon IP for the data center and AI infrastructure. With over three decades of advanced semiconductor experience, our products and technologies address the critical bottlenecks between memory and processing to accelerate data-intensive workloads. By enabling greater bandwidth, efficiency and security across next-generation computing platforms, we make data faster and safer. For more information, visit rambus.com.

Forward-Looking Statements

This release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, including those relating to Rambus’ expectations regarding business opportunities, the Company’s ability to deliver long-term, profitable growth, product and investment strategies, and the Company’s outlook and financial guidance for the second quarter of 2026 and related drivers, and the Company’s ability to effectively manage market challenges. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by the Company’s management. Actual results may differ materially. The Company’s business generally is subject to a number of risks which are described more fully in Rambus’ periodic reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Contact

John Allen

Vice President, Accounting and Interim Chief Financial Officer

(408) 462-8000

jallen@rambus.com

Source: Rambus Inc.

Rambus Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

March 31,

2026

December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

$

134,324

$

182,826

Marketable securities

651,815

579,005

Accounts receivable

109,297

137,476

Unbilled receivables

24,869

25,209

Inventories

58,424

44,098

Prepaids and other current assets

21,151

20,202

Total current assets

999,880

988,816

Intangible assets, net

8,495

10,171

Goodwill

286,812

286,812

Property and equipment, net

113,278

113,051

Operating lease right-of-use assets

15,989

17,112

Deferred tax assets

101,484

105,542

Other assets

7,208

8,041

Total assets

$

1,533,146

$

1,529,545

LIABILITIES & STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

35,290

$

35,915

Accrued salaries and benefits

16,853

22,044

Deferred revenue

23,719

29,980

EDA tools software licenses liability

15,036

14,884

Operating lease liabilities

6,362

6,310

Other current liabilities

4,567

11,441

Total current liabilities

101,827

120,574

Long-term operating lease liabilities

17,042

18,671

Long-term EDA tools software licenses liability

16,014

20,908

Other long-term liabilities

5,023

4,967

Total long-term liabilities

38,079

44,546

Total stockholders’ equity

1,393,240

1,364,425

Total liabilities and stockholders’ equity

$

1,533,146

$

1,529,545

Rambus Inc.

Condensed Consolidated Statements of Income

(Unaudited)

Three Months Ended

March 31,

(In thousands, except per share amounts)

2026

2025

Revenue:

Product revenue

$

88,002

$

76,309

Royalties

69,642

73,975

Contract and other revenue

22,545

16,380

Total revenue

180,189

166,664

Cost of revenue:

Cost of product revenue

33,729

30,583

Cost of contract and other revenue

1,128

546

Amortization of acquired intangible assets

1,675

1,713

Total cost of revenue

36,532

32,842

Gross profit

143,657

133,822

Operating expenses:

Research and development

50,229

42,620

Sales, general and administrative

31,670

28,058

Total operating expenses

81,899

70,678

Operating income

61,758

63,144

Interest income and other income (expense), net

7,151

4,856

Interest expense

(279

)

(377

)

Interest and other income (expense), net

6,872

4,479

Income before income taxes

68,630

67,623

Provision for income taxes

8,772

7,320

Net income

$

59,858

$

60,303

Net income per share:

Basic

$

0.55

$

0.56

Diluted

$

0.55

$

0.56

Weighted-average shares used in per share calculations:

Basic

108,030

107,236

Diluted

109,716

108,628

Rambus Inc.

Supplemental Reconciliation of GAAP to Non-GAAP Results

(Unaudited)

Three Months Ended

March 31,

(In thousands, except for per share amounts)

2026

2025

Cost of product revenue

$

33,729

$

30,583

Adjustment:

Stock-based compensation expense

(139

)

(162

)

Non-GAAP cost of product revenue

$

33,590

$

30,421

Total operating expenses

$

81,899

$

70,678

Adjustments:

Stock-based compensation expense

(11,314

)

(11,221

)

Facility closure costs

(730

)

Acquisition-related costs

(21

)

Non-GAAP total operating expenses

$

69,855

$

59,436

Operating income

$

61,758

$

63,144

Adjustments:

Stock-based compensation expense

11,453

11,383

Amortization of acquired intangible assets

1,675

1,713

Facility closure costs

730

Acquisition-related costs

21

Non-GAAP total operating income

$

75,616

$

76,261

Net income

$

59,858

$

60,303

Stock-based compensation expense

11,453

11,383

Amortization of acquired intangible assets

1,675

1,713

Facility closure costs

730

Acquisition-related costs

21

Income tax adjustment

(4,426

)

(8,828

)

Non-GAAP net income

$

69,290

$

64,592

Non-GAAP diluted net income per share

$

0.63

$

0.59

Weighted-average shares used in non-GAAP diluted per share calculation

109,716

108,628

Rambus Inc.

Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates

(Unaudited)

2026 Second Quarter Outlook

Three Months Ended

June 30, 2026

(In millions)

Low

High

Forward-looking operating costs and expenses

$

131.2

$

127.2

Adjustments:

Stock-based compensation expense

(15.7

)

(15.7

)

Amortization of acquired intangible assets

(1.5

)

(1.5

)

Forward-looking Non-GAAP operating costs and expenses

$

114.0

$

110.0

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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Namespace Prefix:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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