Shinn John 4

What Happened John Shinn, SVP and General Counsel of Rambus (RMBS), had 17,276 performance-based restricted stock units (PRSUs) vest on Feb 1, 2026 (award/acquisition). The PRSUs are recorded at $0.00 acquisition price (typical for awards). To cover tax withholding, 9,884 shares were withheld/disposed at $113.71 per share, generating about $1,123,910. After withholding, Shinn effectively received 7,392 net shares (value ≈ $840,544 at $113.71); the total value of the vested PRSUs at that market price was roughly $1.96M.

Key Details

• Transaction dates: Vesting/acquisition on 2026-02-01; Form 4 filed 2026-02-03 (timely).
• Award: 17,276 PRSUs @ $0.00 (code A — acquisition/award).
• Tax withholding/disposition: 9,884 shares @ $113.71 (code F — withheld to cover taxes) = $1,123,910.
• Net shares delivered to insider: 7,392 shares (17,276 vested − 9,884 withheld) ≈ $840,544 value at $113.71.
• Footnotes: F1 — PRSUs vest based on company performance metrics and continued service; each PRSU converts to one common share on vesting. F2 — Shares were withheld to cover the reporting person’s tax liability.
• Shares owned following the transaction: not specified in the filing.

Context This was a vesting of performance-based equity, not an open-market purchase or discretionary sale; the only shares disposed were withheld to satisfy tax obligations. Such award vestings are routine compensation events and do not, by themselves, indicate insider buying or selling intent in the open market.