Form 8-K

8-K — RAMBUS INC

Accession: 0001193125-26-431918

Filed: 2026-10-26

Period: 2026-10-26

CIK: 0000917273

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rmbs-20261026.htm (Primary)

EX-99.1 (rmbs-ex99_1.htm)

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8-K

8-K (Primary)

Filename: rmbs-20261026.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): October 26, 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 October 26, 2026, Rambus Inc. (“Rambus,” or the “Company”) issued a press release announcing results for the quarter ended September 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 October 26, 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: October 26, 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 THIRD QUARTER 2026 FINANCIAL RESULTS

•

Record quarterly revenue of $218.3 million, up 22% year over year, exceeding guidance range

•

GAAP diluted earnings per share of $0.69 and non-GAAP diluted earnings per share of $0.84, exceeding guidance range

•

Record product revenue of $114.3 million, up 15% quarter over quarter and 22% year over year

•

Expanded product and IP offerings for next-generation AI systems, including industry-leading PMIC for LPDDR6 SOCAMM2 and data center-class Root of Trust security IP

SAN JOSE, Calif. – October 26, 2026 – Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the third quarter ended September 30, 2026. Total revenue for the third quarter was $218.3 million, product revenue was $114.3 million, royalties revenue was $77.0 million and contract and other revenue was $27.0 million. GAAP diluted earnings per share was $0.69 and non-GAAP diluted earnings per share was $0.84. The Company also generated a record $102.5 million of cash from operating activities in the third quarter.

Management Commentary

“Rambus delivered record quarterly revenue and earnings that exceeded our guidance, with strong customer demand driving record product revenue and record cash from operations,” said Luc Seraphin, president and chief executive officer of Rambus. “We continue to expand our product and IP offerings to address the growing performance requirements of next-generation AI and data center infrastructure. Through ongoing execution on our roadmap and accelerating demand for our differentiated solutions, we expect an even stronger performance in Q4 and are well positioned to deliver long-term profitable growth and value for our stockholders.”

GAAP

Non-GAAP (1)

Quarterly Financial Review

Three Months Ended

September 30,

Three Months Ended

September 30,

(In millions, except percentages and per share amounts)

2026

2025

2026

2025

Revenue

Product revenue

114.3

93.3

114.3

93.3

Royalties revenue

77.0

65.1

77.0

65.1

Contract and other revenue

27.0

20.1

27.0

20.1

Total revenue

218.3

178.5

218.3

178.5

Cost of product revenue

45.5

34.3

45.3

34.2

Cost of contract and other revenue

0.8

0.5

0.8

0.5

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

1.1

1.7

—

Total operating expenses

87.3

78.7

70.0

64.6

Operating income

83.6

63.3

102.2

79.2

Operating margin

Net income

74.6

48.4

91.7

68.2

Diluted earnings per share

0.69

0.44

0.84

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 $218.3 million, which exceeded the Company's guidance range of $210 million to $216 million. The Company had product revenue of $114.3 million, royalties revenue of $77.0 million and contract and other revenue of $27.0 million.

The Company had total GAAP cost of revenue of $47.4 million and operating expenses of $87.3 million. The Company also had total non-GAAP operating expenses of $116.1 million (including non-GAAP cost of revenue of $46.1 million). The Company had GAAP diluted earnings per share of $0.69 and non-GAAP diluted earnings per share of $0.84. The Company’s basic share count was 108 million shares and its diluted share count was 109 million shares.

Cash, cash equivalents, and marketable securities as of September 30, 2026 were $776.9 million, a decrease of $48.0 million as compared to June 30, 2026, mainly due to $135.4 million paid for repurchases of common stock and $11.2 million paid for capital expenditures, partially offset by $102.5 million cash provided by operating activities.

2026 Fourth Quarter Outlook

(In millions, except per share amounts)

GAAP

Non-GAAP (1)

Revenue

$227 - $233

Product revenue

$127 - $133

Royalties revenue

$68 - $74

Contract and other revenue

$26 - $32

Total operating costs and expenses (2)

$143 - $139

$124 - $120

Diluted earnings per share

$0.68 - $0.76

$0.84 - $0.92

(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.

(2)

Total operating costs and expenses include cost of sales and operating expenses.

For the fourth quarter of 2026, the Company expects revenue to be between $227 million and $233 million. The Company also expects product revenue to be between $127 million and $133 million, royalties revenue to be between $68 million and $74 million, and contract and other revenue to be between $26 million and $32 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 $143 million and $139 million and non-GAAP operating costs and expenses to be between $124 million and $120 million. The Company expects interest and other income to be $6.5 million. These expectations also assume a GAAP tax rate of 17.5%, a non-GAAP tax rate of 16% and a diluted share count of 109 million shares, and exclude stock-based compensation expense of $18.2 million, amortization of acquired intangible assets of $1.0 million and other one-time adjustments of ($0.2) million.

Additionally, the Company expects GAAP diluted earnings per share to be between $0.68 and $0.76 and non-GAAP diluted earnings per share to be between $0.84 and $0.92.

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: (833) 309-1852 (domestic) or +44 800-007-4044 (international) with ID# 254362271.

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, 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.

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 fourth 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)

September 30,

2026

December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents

110,531

182,826

Marketable securities

666,376

579,005

Accounts receivable

142,149

137,476

Unbilled receivables

26,818

25,209

Inventories

87,235

44,098

Prepaids and other current assets

18,323

20,202

Total current assets

1,051,432

988,816

Intangible assets, net

5,711

10,171

Goodwill

286,812

Property and equipment, net

107,918

113,051

Operating lease right-of-use assets

13,702

17,112

Deferred tax assets

86,500

105,542

Other assets

6,157

8,041

Total assets

1,558,232

1,529,545

LIABILITIES & STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

23,349

35,915

Accrued salaries and benefits

20,372

22,044

Deferred revenue

32,391

29,980

EDA tools software licenses liability

14,795

14,884

Operating lease liabilities

5,645

6,310

Other current liabilities

15,543

11,441

Total current liabilities

112,095

120,574

Long-term operating lease liabilities

14,572

18,671

Long-term EDA tools software licenses liability

9,053

20,908

Other long-term liabilities

4,781

4,967

Total long-term liabilities

28,406

44,546

Total stockholders’ equity

1,417,731

1,364,425

Total liabilities and stockholders’ equity

1,558,232

1,529,545

Rambus Inc.

Condensed Consolidated Statements of Income

(Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

(In thousands, except per share amounts)

2026

2025

2026

2025

Revenue:

Product revenue

114,315

93,342

301,471

250,976

Royalties

76,958

65,120

230,861

207,702

Contract and other revenue

27,016

20,051

73,531

58,708

Total revenue

218,289

178,513

605,863

517,386

Cost of revenue:

Cost of product revenue

45,458

34,337

118,762

97,338

Cost of contract and other revenue

753

531

2,659

1,708

Amortization of acquired intangible assets

1,164

1,724

4,459

5,158

Total cost of revenue

47,375

36,592

125,880

104,204

Gross profit

170,914

141,921

479,983

413,182

Operating expenses:

Research and development

49,355

49,511

150,683

138,462

Sales, general and administrative

37,684

29,155

107,616

85,328

Restructuring charges

223

—

3,543

—

Total operating expenses

87,262

78,666

261,842

223,790

Operating income

83,652

63,255

218,141

189,392

Interest income and other income (expense), net

7,162

6,327

21,373

16,411

Interest expense

(279

)

(294

)

(860

)

(1,053

)

Interest and other income (expense), net

6,883

6,033

20,513

15,358

Income before income taxes

90,535

69,288

238,654

204,750

Provision for income taxes

15,970

20,911

36,626

38,135

Net income

74,565

48,377

202,028

166,615

Net income per share:

Basic

0.69

0.45

1.87

1.55

Diluted

0.69

0.44

1.84

1.53

Weighted-average shares used in per share calculations:

Basic

107,644

107,622

108,032

107,483

Diluted

108,788

109,304

109,552

108,962

Rambus Inc.

Supplemental Reconciliation of GAAP to Non-GAAP Results

(Unaudited)

Three Months Ended

September 30,

(In thousands, except per share amounts)

2026

2025

Cost of product revenue

45,458

34,337

Adjustment:

Stock-based compensation expense

(185

)

(180

)

Non-GAAP cost of product revenue

45,273

34,157

Total operating expenses

87,262

78,666

Adjustments:

Stock-based compensation expense

(16,936

)

(14,026

)

Restructuring charges

(223

)

—

Facility closure costs

(78

)

—

Non-GAAP total operating expenses

70,025

64,640

Operating income

83,652

63,255

Adjustments:

Stock-based compensation expense

17,121

14,206

Amortization of acquired intangible assets

1,164

1,724

Restructuring charges

223

—

Facility closure costs

—

Non-GAAP total operating income

102,238

79,185

Net income

74,565

48,377

Stock-based compensation expense

17,121

14,206

Amortization of acquired intangible assets

1,164

1,724

Restructuring charges

223

—

Facility closure costs

—

Income tax adjustment

(1,489

)

3,867

Non-GAAP net income

91,662

68,174

Non-GAAP diluted earnings per share

0.84

0.62

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

108,788

109,304

Rambus Inc.

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

(Unaudited)

2026 Fourth Quarter Outlook

Three Months Ended

December 31, 2026

(In millions, except per share amounts)

Low

High

Forward-looking operating costs and expenses

143.0

139.0

Adjustments:

Stock-based compensation expense

(18.2

)

(18.2

)

Amortization of acquired intangible assets

(1.0

)

(1.0

)

Other

0.2

Forward-looking Non-GAAP operating costs and expenses

124.0

120.0

Forward-looking net income

74.7

82.9

Adjustments:

Stock-based compensation expense

18.2

Amortization of acquired intangible assets

1.0

Other

(0.2

)

(0.2

)

Income tax adjustment

(1.7

)

(1.5

)

Forward-looking Non-GAAP net income

92.0

100.4

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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 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

+ Details

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Balance 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 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

+ Details

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Namespace Prefix:

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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

+ Details

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Data Type:

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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

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period 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 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

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period 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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