Form 8-K

8-K — RAMBUS INC

Accession: 0001193125-26-318063

Filed: 2026-07-27

Period: 2026-07-27

CIK: 0000917273

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rmbs-20260727.htm (Primary)

EX-99.1 (rmbs-ex99_1.htm)

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8-K

8-K (Primary)

Filename: rmbs-20260727.htm · Sequence: 1

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): July 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 July 27, 2026, Rambus Inc. (“Rambus,” or the “Company”) issued a press release announcing results for the quarter ended June 30, 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 July 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: July 27, 2026

Rambus Inc.

/s/ Sumeet Gagneja

Sumeet Gagneja, Senior Vice President and Chief Financial Officer

EX-99.1

Filename: rmbs-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

News Release

RAMBUS REPORTS SECOND QUARTER 2026 FINANCIAL RESULTS

•

Record quarterly revenue of $207.4 million, up 20% year over year, exceeding revenue guidance range

•

GAAP diluted earnings per share of $0.61 and non-GAAP diluted earnings per share of $0.77, exceeding non-GAAP diluted earnings per share guidance range

•

Record product revenue of $99.2 million, up 13% quarter over quarter and 22% year over year

•

Expanded product and IP offerings for next-generation AI systems, including complete chipsets for DDR5 9600 server and client memory modules, and PCIe 7 Switch IP

SAN JOSE, Calif. – July 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 second quarter ended June 30, 2026. Total revenue for the second quarter was $207.4 million, product revenue was $99.2 million, royalties revenue was $84.2 million and contract and other revenue was $24.0 million. GAAP diluted earnings per share was $0.61 and non-GAAP diluted earnings per share was $0.77. The Company also generated $61.2 million in cash from operating activities in the second quarter.

Management Commentary

“Rambus had an outstanding second quarter, delivering a new all-time high in revenue and non-GAAP earnings, fueled by record product revenue that grew more than 20% year over year,” said Luc Seraphin, president and chief executive officer of Rambus. “We continue to execute on our roadmap of high-performance chip and IP solutions to meet the accelerating demands of data center and AI infrastructure. We are well positioned to capitalize on the strong secular trends driven by the rapid expansion of AI inference and agentic workloads, supporting our continued product momentum and long-term profitable growth.”

GAAP

Non-GAAP (1)

Quarterly Financial Review

Three Months Ended

June 30,

Three Months Ended

June 30,

(In millions, except percentages and per share amounts)

2026

2025

2026

2025

Revenue

Product revenue

99.2

81.3

99.2

81.3

Royalties revenue

84.2

68.6

84.2

68.6

Contract and other revenue

24.0

22.3

24.0

22.3

Total revenue

207.4

172.2

207.4

172.2

Cost of product revenue

39.6

32.4

39.4

32.2

Cost of contract and other revenue

0.8

0.6

0.8

0.6

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

1.6

1.8

—

Total operating expenses

92.7

74.4

73.5

60.4

Operating income

72.7

63.0

93.7

79.0

Operating margin

Net income

67.6

57.9

84.4

67.1

Diluted earnings per share

0.61

0.53

0.77

0.62

(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 is solely presented on a GAAP basis.

GAAP revenue for the quarter was $207.4 million, which exceeded the Company's guidance range of $192 million to $198 million. The Company had product revenue of $99.2 million, royalties revenue of $84.2 million and contract and other revenue of $24.0 million. The Company also had licensing billings of $84.1 million, which 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.

The Company had total GAAP cost of revenue of $42.0 million and operating expenses of $92.7 million. The Company also had total non-GAAP operating expenses of $113.7 million (including non-GAAP cost of revenue of $40.2 million). The Company had GAAP diluted earnings per share of $0.61 and non-GAAP diluted earnings per share of $0.77. 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 June 30, 2026 were $824.9 million, an increase of $38.8 million as compared to March 31, 2026, mainly due to $61.2 million in cash provided by operating activities, partially offset by $14.3 million in payments of taxes related to net share settlement of equity awards and $12.2 million paid for capital expenditures.

2026 Third Quarter Outlook

(In millions, except per share amounts)

GAAP

Non-GAAP (1)

Revenue

$210 - $216

Product revenue

$110 - $116

Royalties revenue

$69 - $75

Contract and other revenue

$25 - $31

Total operating costs and expenses

$137 - $133

$119 - $115

Diluted earnings per share

$0.59 - $0.67

$0.75 - $0.82

(1)

See “Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates” table included below. Note that the applicable non-GAAP measures are presented and that revenue is solely presented on a GAAP basis.

For the third quarter of 2026, the Company expects revenue to be between $210 million and $216 million. The Company also expects product revenue to be between $110 million and $116 million, royalties revenue to be between $69 million and $75 million, and contract and other revenue to be between $25 million and $31 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 GAAP operating costs and expenses to be between $137 million and $133 million and non-GAAP operating costs and expenses to be between $119 million and $115 million. The Company expects interest and other income to be $7 million. These expectations also assume a GAAP tax rate of 18.7%, a non-GAAP tax rate of 16% and a diluted share count of 110 million shares, and exclude stock-based compensation expense of $15.7 million, amortization of acquired intangible assets of $1.5 million and other one-time adjustments of $0.8 million.

Additionally, the Company expects GAAP diluted earnings per share to be between $0.59 and $0.67 and non-GAAP diluted earnings per share to be between $0.75 and $0.82.

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, gross margin, operating margin, net income and diluted net income per share (diluted earnings per share). In computing each of these non-GAAP financial measures, the following items were considered as discussed below: stock-based compensation expense, restructuring charges, acquisition-related costs, 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.

Restructuring charges. These charges include severance, exit costs and other related 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.

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 building leases that were abandoned. 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 data-intensive computing systems, focusing on 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 third 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

Sumeet Gagneja

Senior Vice President and Chief Financial Officer

(408) 462-8000

sgagneja@rambus.com

Source: Rambus Inc.

Rambus Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

June 30,

2026

December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

87,720

182,826

Marketable securities

737,228

579,005

Accounts receivable

144,094

137,476

Unbilled receivables

22,768

25,209

Inventories

74,836

44,098

Prepaids and other current assets

20,750

20,202

Total current assets

1,087,396

988,816

Intangible assets, net

6,875

10,171

Goodwill

286,812

Property and equipment, net

114,523

113,051

Operating lease right-of-use assets

14,855

17,112

Deferred tax assets

94,619

105,542

Other assets

7,248

8,041

Total assets

1,612,328

1,529,545

LIABILITIES & STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

37,640

35,915

Accrued salaries and benefits

21,667

22,044

Deferred revenue

21,179

29,980

EDA tools software licenses liability

14,815

14,884

Operating lease liabilities

6,035

6,310

Other current liabilities

10,150

11,441

Total current liabilities

111,486

120,574

Long-term operating lease liabilities

15,768

18,671

Long-term EDA tools software licenses liability

13,367

20,908

Other long-term liabilities

5,048

4,967

Total long-term liabilities

34,183

44,546

Total stockholders’ equity

1,466,659

1,364,425

Total liabilities and stockholders’ equity

1,612,328

1,529,545

Rambus Inc.

Condensed Consolidated Statements of Income

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

(In thousands, except per share amounts)

2026

2025

2026

2025

Revenue:

Product revenue

99,154

81,325

187,156

157,634

Royalties

84,261

68,607

153,903

142,582

Contract and other revenue

23,970

22,277

46,515

38,657

Total revenue

207,385

172,209

387,574

338,873

Cost of revenue:

Cost of product revenue

39,575

32,418

73,304

63,001

Cost of contract and other revenue

778

631

1,906

1,177

Amortization of acquired intangible assets

1,620

1,721

3,295

3,434

Total cost of revenue

41,973

34,770

78,505

67,612

Gross profit

165,412

137,439

309,069

271,261

Operating expenses:

Research and development

51,099

46,331

101,328

88,951

Sales, general and administrative

38,262

28,115

69,932

56,173

Restructuring charges

3,320

—

3,320

—

Total operating expenses

92,681

74,446

174,580

145,124

Operating income

72,731

62,993

134,489

126,137

Interest income and other income (expense), net

7,060

5,228

14,211

10,084

Interest expense

(302

)

(382

)

(581

)

(759

)

Interest and other income (expense), net

6,758

4,846

13,630

9,325

Income before income taxes

79,489

67,839

148,119

135,462

Provision for income taxes

11,884

9,904

20,656

17,224

Net income

67,605

57,935

127,463

118,238

Net income per share:

Basic

0.62

0.54

1.18

1.10

Diluted

0.61

0.53

1.16

1.09

Weighted-average shares used in per share calculations:

Basic

108,428

107,586

108,230

107,412

Diluted

109,977

108,520

109,852

108,639

Rambus Inc.

Supplemental Reconciliation of GAAP to Non-GAAP Results

(Unaudited)

Three Months Ended

June 30,

(In thousands, except per share amounts)

2026

2025

Cost of product revenue

39,575

32,418

Adjustment:

Stock-based compensation expense

(188

)

(227

)

Non-GAAP cost of product revenue

39,387

32,191

Total operating expenses

92,681

74,446

Adjustments:

Stock-based compensation expense

(15,698

)

(14,006

)

Restructuring charges

(3,320

)

—

Facility closure costs

(104

)

—

Acquisition-related costs

—

(84

)

Non-GAAP total operating expenses

73,559

60,356

Operating income

72,731

62,993

Adjustments:

Stock-based compensation expense

15,886

14,233

Amortization of acquired intangible assets

1,620

1,721

Restructuring charges

3,320

—

Facility closure costs

104

—

Acquisition-related costs

—

Non-GAAP total operating income

93,661

79,031

Net income

67,605

57,935

Stock-based compensation expense

15,886

14,233

Amortization of acquired intangible assets

1,620

1,721

Restructuring charges

3,320

—

Facility closure costs

104

—

Acquisition-related costs

—

Income tax adjustment

(4,183

)

(6,871

)

Non-GAAP net income

84,352

67,102

Non-GAAP diluted earnings per share

0.77

0.62

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

109,977

108,520

Rambus Inc.

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

(Unaudited)

2026 Third Quarter Outlook

Three Months Ended

September 30, 2026

(In millions, except per share amounts)

Low

High

Forward-looking operating costs and expenses

137.0

133.0

Adjustments:

Stock-based compensation expense

(15.7

)

(15.7

)

Amortization of acquired intangible assets

(1.5

)

(1.5

)

Other

(0.8

)

(0.8

)

Forward-looking Non-GAAP operating costs and expenses

119.0

115.0

Forward-looking net income

65.0

73.2

Adjustments:

Stock-based compensation expense

15.7

Amortization of acquired intangible assets

1.5

Other

0.8

Income tax adjustment

(0.7

)

(0.5

)

Forward-looking Non-GAAP net income

82.3

90.7

Forward-looking Non-GAAP diluted earnings per share

0.75

0.82

Forward-looking weighted-average shares used in non-GAAP diluted per share calculation

110.0

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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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 13e-4(c) under the Exchange Act.

+ References

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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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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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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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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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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