FAN XIANZHI SEAN 4

What Happened

• Fan Xianzhi, Executive Vice President and Chief Operating Officer of Rambus (RMBS), had 148,802 performance restricted stock units (PRSUs) vest on February 1, 2026 (awarded/acquired at $0.00). To satisfy the tax liability from that vesting, 92,403 shares were withheld/disposed at $113.71 each, totaling $10,507,145.
• This was not a market purchase; it’s a compensation-related vesting and routine tax-withholding transaction rather than an indication of a purchase-driven bullish signal.

Key Details

• Transaction dates/prices: 2026-02-01 — 148,802 PRSUs vested (A) at $0.00; 92,403 shares withheld/disposed (F) at $113.71 for $10,507,145.
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1 — PRSUs vest based on company performance metrics and continued service; each PRSU equals one share. F2 — Shares were withheld to cover the reporting person’s tax liability on vesting.
• Timeliness: Report filed Feb 3, 2026 for the Feb 1, 2026 vesting—no indication of late filing.

Context

• PRSUs are a form of restricted stock granted contingent on performance; when they vest, companies commonly withhold a portion of shares to cover required taxes (a cashless/withholding arrangement). This filing reflects routine compensation vesting and tax withholding, not an open-market sale or a new purchase.