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.

Chief Accounting Officer — John Allen: The Chief Accounting Officer is retiring with a named successor appointed to ensure an orderly transition, which is not considered a sudden loss of executive talent.

Entry into a Material Definitive Agreement. On August 4, 2026, Rambus Inc. (NASDAQ: RMBS) (the “Company”) entered into a Supplemental Confirmation under the Master Confirmation (the “Master Agreement,” and together with the Supplemental Confirmation, the “ASR Agreement”) with Mizuho Markets Americas LLC, through its agent Mizuho Securities USA LLC (“Dealer”), pursuant to an accelerated share repurchase program (the “ASR Program”) under which the Company will repurchase shares of the Company’s…

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information called for by this item is contained in

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.

Chief Financial Officer — Sumeet Gagneja: Sumeet Gagneja was hired as the new Chief Financial Officer.

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.

Interim Chief Financial Officer — John Allen: John Allen was appointed as Interim Chief Financial Officer with additional compensatory arrangements.

Chief Financial Officer — Desmond Lynch: Mr. Desmond Lynch resigned to pursue another professional opportunity.

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.

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.

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.

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.

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.

Entry into a Material Definitive Agreement. Amendment No. 3 to Semiconductor Patent License Agreement On December 9, 2024 (the “Execution Date”), Rambus Inc. (the “Company”) and Micron Technology, Inc. (“Micron”) entered into an amendment (the “Amendment”) to the Semiconductor Patent License Agreement, dated December 9, 2013, as amended on September 2, 2020 and December 1, 2020 (the “SPLA”), between the Company and Micron. Under the Amendment, the parties agreed to extend the patent license f…

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.

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.

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.

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information called for by this item is contained in

Entry into a Material Definitive Agreement. On February 29, 2024, Rambus Inc. (NASDAQ: RMBS) (the “Company”) entered into a Supplemental Confirmation under the Master Confirmation (the “Master Agreement,” and together with the Supplemental Confirmation, the “ASR Agreement”) with Royal Bank of Canada, through its agent RBC Capital Markets, LLC (“Dealer”), pursuant to an accelerated share repurchase program (the “ASR Program”) under which the Company will repurchase shares of the Company’s comm…

Changes in Registrant’s Certifying Accountant. (a) Dismissal of Former Independent Registered Public Accounting Firm The Audit Committee (“Audit Committee”) of the Board of Directors of Rambus Inc. (the “Company”) conducted a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Several firms were invited to participate in this process, including PricewaterhouseCoopers LLP (“PwC”), which has served as the Com…

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.

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.

Completion of Acquisition or Disposition of Assets. On September 6, 2023, Rambus Inc. (“Rambus”) completed the previously announced sale of certain assets and liabilities related to Rambus’ SerDes and memory interface PHY IP business (the “Business”) to Cadence Design Systems, Inc. (“Purchaser”). Under the Asset Purchase Agreement governing the transaction, Purchaser paid Rambus $110 million in cash, subject to certain adjustments, for the Business. In connection with the completion of the tr…

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information called for by this item is contained in