Lynch Desmond 4

What Happened
Desmond Lynch, Senior VP and Chief Financial Officer of Rambus, had 34,554 performance restricted stock units (PRSUs) vest on February 1, 2026. The PRSUs were granted at $0 and each represents a contingent right to one share. To satisfy tax withholding requirements, 22,105 shares were withheld/disposed at an effective per-share value of $113.71, representing $2,513,560 in value.

Key Details

• Transaction dates: February 1, 2026 (reported Feb 3, 2026).
• Grant/acquisition: 34,554 PRSUs (code A) at $0.00 per share (vesting contingent on performance and service).
• Tax withholding/disposition: 22,105 shares (code F) at $113.71 per share = $2,513,560 withheld to cover tax liability.
• Additional note: 86 shares were acquired under the Rambus 2015 Employee Stock Purchase Plan (footnote).
• Shares owned after transaction: not specified in the filing.
• Filing timeliness: Report filed Feb 3, 2026 for a Feb 1, 2026 vesting — no late-filing flag indicated.

Context
PRSUs are performance-contingent awards that convert into shares upon vesting; this filing reflects the vesting event and routine tax-withholding (not an open-market sale). Tax-withholding via share retention is common and does not necessarily indicate a change in insider sentiment.