Form 8-K

8-K — RAMBUS INC

Accession: 0001193125-26-192210

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0000917273

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — d20390d8k.htm (Primary)

EX-10.1 (d20390dex101.htm)

EX-99.1 (d20390dex991.htm)

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8-K

8-K (Primary)

Filename: d20390d8k.htm · Sequence: 1

8-K

RAMBUS INC false 0000917273 0000917273 2026-04-29 2026-04-29

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 29, 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 5.02.

Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Rambus Inc. (“Rambus” or the “Company”) has appointed Sumeet Gagneja as the Senior Vice President and Chief Financial Officer of the Company, effective April 29, 2026, reporting to Luc Seraphin, Chief Executive Officer of the Company. In connection with the appointment, John Allen will cease serving as the Company’s Interim Chief Financial officer, effective as of the same date, and will continue to serve as the Company’s Vice President, Accounting and Chief Accounting Officer.

Sumeet Gagneja, age 56, previously served as divisional Chief Financial Officer of the Data Center Segment at Advanced Micro Devices, Inc. from October 2024 to April 2026. Prior to that role, Mr. Gagneja was Senior Vice President, Chief Financial Officer of the Flash Business at Western Digital Corporation from September 2022 to October 2024. From November 2021 to September 2022, Mr. Gagneja served as Vice President, Corporate Controller at 10x Genomics, Inc. Mr. Gagneja was Chief Financial Officer at Innovium, Inc. from May 2021 to October 2021, before that company’s acquisition by Marvell Technology, Inc. Before joining Innovium, Inc., Mr. Gagneja served as Corporate Vice President and Chief Accounting Officer at Xilinx, Inc. from March 2019 to May 2021. Mr. Gagneja served as Vice President and Chief Accounting Officer of Maxim Integrated Products, Inc. (“Maxim Integrated”) from August 2017 to February 2019, and various finance roles at Maxim Integrated from 2013 to August 2017. Prior to joining Maxim Integrated, Mr. Gagneja held various finance positions at Broadcom Limited (previously Avago Technologies) and Intel Corporation. Mr. Gagneja received a B.S. in Mechanical Engineering from Punjab Engineering College, a M.S. degree in Mechanical Engineering from Wayne State University, and an M.B.A. degree from the University of Michigan (Stephen M. Ross) School of Business.

Mr. Gagneja’s annual compensation consists of a base salary of $475,000 and a target bonus of 75% of his base salary, with payment prorated for time actually served in 2026. Mr. Gagneja will also receive a new hire bonus of $300,000, a restricted stock unit (“RSU”) grant valued at $1,625,000, a performance share award grant valued at $1,625,000, and a new hire RSU grant valued at $3,000,000. The foregoing compensation terms are contained in Mr. Gagneja’s offer letter and are qualified by reference to the offer letter, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

The Company and Mr. Gagneja have also entered into a standard form of indemnification agreement, a copy of which is filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q that was filed with the Securities and Exchange Commission on May 7, 2021, and a standard form of change of control severance agreement for executive officers other than the CEO, a copy of which is filed as Exhibit 10.1 to the Company’s Form 8-K that was filed with the Securities and Exchange Commission on March 9, 2015.

There are no family relationships between Mr. Gagneja and any of our directors or executive officers. There are no related party transactions between Mr. Gagneja and Rambus other than his employment relationship with Rambus. There are no arrangements or understandings between Mr. Gagneja and any other persons in connection with his employment by Rambus.

A copy of Rambus’ press release regarding these events is being furnished as Exhibit 99.1 to this Form 8-K. 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

10.1

Offer Letter between the Company and Mr. Gagneja, dated as of March 31, 2026.

99.1

Press Release of Rambus, issued on April 29, 2026.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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 29, 2026

Rambus Inc.

/s/ John Shinn

John Shinn

Senior Vice President and General Counsel

EX-10.1

Filename: d20390dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

Rambus Inc.

4453 North First

Street, Suite 100

San Jose, CA 95134

408-462-8000

rambus.com

March 27, 2026

Personal and

Confidential

Sumeet Gagneja

Delivered via email

Dear Sumeet:

We are pleased to offer you a

position with Rambus or one of its affiliates or subsidiaries (the “Company” or “Rambus”) as a Sr. Vice President and Chief Financial Officer. This letter will confirm the terms of your employment with the

Company as follows:

Your starting base salary will be $19,791.67 semi-monthly, which over a full year would equal $475,000.08 (subject to the

usual, required withholdings). You will also have a target bonus of 75% annually so long as you are an employee with the Company on the bonus payout date (as stated in the Corporate Incentive Plan). You will be classified as an exempt employee,

reporting to Luc Seraphin, President and Chief Executive Officer. You will be eligible for Rambus’ standard benefits package including insurance and flex time-off.

You will also receive a hiring bonus of $300,000.00 which will be payable within 30 days of your start date. If you voluntarily terminate employment

with Rambus for any reason within two years of receiving the hiring bonus payment, you will be required to repay the full amount of the hiring bonus payment received to the Company.

The Base Salary, Bonus and Hiring Bonus will be paid in accordance with the Company’s normal payroll practices and will be subject to the usual,

required withholdings.

Rambus will grant you an award with a present value of $1,625,000.00 (USD) of Restricted Stock Units (“RSUs”)

after the grant approval process is completed on the first business day of the first full month after your first day of employment at Rambus (“Grant Date”). The RSUs will vest annually in four equal installments of 25% each year for the

four years following the date of the grant. The actual vesting schedule will be included when you receive your grant paperwork.

Rambus will also grant you an award with a present value of $3,000,000.00 (USD) of Restricted Stock

Units (“RSUs”) after the grant approval process is completed on the first business day of the first full month after your first day of employment at Rambus (“Grant Date”). This

one-time, RSU grant will vest annually in two equal installments of 50% each year for two years following the date of the grant. The actual vesting schedule will be included when you receive your grant

paperwork.

Additionally, Rambus will grant you an award with a present value of $1,625,000.00 (USD) of Performance Stock Units (“PSUs”)

after the grant approval process is completed on the first business day of the first full month after your first day of employment at Rambus. The PSUs are eligible to vest upon the completion of the performance period or as otherwise provided in the

award agreement. The performance units vest solely based upon the Company’s relative TSR to the TSR of the SOX semiconductor index companies, excluding certain companies from that index focused on equipment and systems used in the production

of semiconductors.

Enclosed is a copy of our Employment, Confidential Information, and Invention Assignment Agreement. This document assigns rights

to all inventions to Rambus and requires you to keep confidential all matters regarding Rambus technology and business relationships until Rambus has made such information public. Please read, sign, and return this agreement on your first day of

work.

Also enclosed is a copy of our Insider Trading Policy and Code of Business Conduct and Ethics. Please review, sign the acknowledgment form,

and return on your first day of work.

For purposes of federal immigration law, you will be required to provide to Rambus documentary evidence of

your identity and eligibility for employment in the United States. Such documentation must be provided to us within three business days of your date of hire, or your employment may be terminated. Please bring the appropriate documents on your first

day of employment.

If you choose to accept this offer, your employment with Rambus will be voluntarily entered into and will be for no specified

period. As a result, you will be an “at-will” employee and will be free to resign at any time, for any reason or for no reason, as you deem appropriate. Rambus will have a similar right and may

conclude its employment relationship with you at any time, with or without cause or reason. In addition, the company has the sole right to take any personnel action (i.e., change your status, benefits, salary, and reporting structure) at any

time, with or without advance notice, with or without cause, for any lawful reason.

You may accept this offer electronically. We will expect a

reply from you no later than March 31, 2026, after which this offer will be closed. Please retain an extra copy of this letter for your personal records.

This offer replaces any existing and previously communicated or executed offer letters, expressed or

implied agreements and is contingent upon the satisfactory background verification of criminal, education, employment, and reference check(s).

Sumeet, I know you can do a great job for us. I believe Rambus is an excellent company that can provide you with a continuing challenge and opportunity

for personal growth.

I look forward to working with you.

Sincerely,

/s/ Cliff Burnette

Cliff Burnette

Senior VP and Chief Human Resources Officer

Rambus Inc.

I have read and accept the above:

/s/ Sumeet Gagneja March 31,

2026

Name Date

Proposed Start Date:

May 4, 2026

Date

EX-99.1

Filename: d20390dex991.htm · Sequence: 3

EX-99.1

Exhibit 99.1

Rambus Appoints Sumeet Gagneja as Chief Financial Officer

Industry-proven finance leader brings deep semiconductor, data center and AI-driven computing ecosystem expertise to

support long-term profitable growth

SAN JOSE, Calif., April 29, 2026 — Rambus Inc. (NASDAQ: RMBS) today

announced the appointment of Sumeet Gagneja as senior vice president and chief financial officer, effective April 29, 2026. Mr. Gagneja joins Rambus with more than two decades of financial and operational leadership across the

semiconductor, data center, and AI-driven computing ecosystem. Mr. Gagneja will oversee the company’s global finance organization, including financial strategy, capital allocation, and investor

engagement, reporting to president and chief executive officer Luc Seraphin.

“Sumeet is a highly experienced finance leader with deep

knowledge of the semiconductor and data center ecosystem,” said Luc Seraphin, president and chief executive officer of Rambus. “He brings a strong track record of helping companies scale with disciplined execution and a focus on value

creation, and will be an outstanding addition to the leadership team as we continue to drive long-term profitable growth.”

Mr. Gagneja

most recently served as divisional CFO for AMD’s Data Center segment. Previously, he was CFO of Western Digital’s Flash business and held senior finance leadership roles at Xilinx, Innovium, Maxim Integrated, Avago, and Intel. Across

these roles, he supported capital allocation, mergers and acquisitions, operational planning, and investor and analyst engagement, bringing a disciplined and execution-focused approach to scaling complex technology businesses.

“I am excited to join Rambus and support its continued progress,” said Mr. Gagneja. “The company has a strong foundation, a

differentiated portfolio, and a clear opportunity to deliver long-term profitable growth. I look forward to working with the leadership team to help drive disciplined execution and create durable value for shareholders.”

Gagneja holds a Master of Business Administration with high distinction from the University of Michigan Ross School of Business and a master’s

degree in mechanical engineering from Wayne State University. He is a California Certified Public Accountant.

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.

CONFIDENTIAL

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.

Source: Rambus Inc.

Contact:

Nicole Noutsios

Rambus Investor Relations

(510) 315-1003

rambus@nmnadvisors.com

CONFIDENTIAL

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