Seraphin Luc 4

What Happened Luc Seraphin, President, CEO and a director of Rambus (RMBS), received a grant/award of 143,744 performance restricted stock units (PRSUs) that vested on Feb 1, 2026 (no cash cost). Simultaneously, 92,523 shares were disposed/withheld at $113.71 per share to cover tax liabilities, a withholding valued at $10,520,790. The filing also notes 522 shares were acquired under the company’s 2015 Employee Stock Purchase Plan (exempt).

Key Details

• Transaction date(s): February 1, 2026 (filed Feb 3, 2026 — timely).
• Award: 143,744 PRSUs @ $0.00 (each PRSU represents a contingent right to one share pending performance/service).
• Withholding/Disposition: 92,523 shares withheld/disposed at $113.71 for $10,520,790 to satisfy tax obligations (transaction code F).
• Exempt acquisition: 522 shares via the 2015 ESPP included in the filing.
• Footnotes: F1 — PRSUs vest based on performance and continued service; F3 — shares were withheld to cover tax liability in connection with vesting.
• Post-transaction total holdings: not specified in the summary data provided; see the full Form 4 for reported ownership totals.

Context This was primarily a vesting/award event (not an open-market sale). The withheld shares reflect tax withholding (a common administrative step) rather than a directional sale indicating sentiment. PRSUs are performance-contingent awards; their ultimate conversion to shares depends on meeting company performance and service conditions.