FAN XIANZHI SEAN 4

What Happened

• Sean Fan, EVP and COO of Rambus (RMBS), was granted 22,234 restricted stock units (RSUs) on April 1, 2026. The award was recorded as an acquisition at $0.00 per share (RSUs are granted, not purchased).
• To cover the tax liability on vesting, 9,916 shares were withheld/disposed at $89.95 per share, totaling about $891,944. Withholding is a routine tax-satisfaction action and does not necessarily reflect a market view.

Key Details

• Transaction date: April 1, 2026; Form filed April 3, 2026 (filed within the typical 2-business-day window).
• Award: 22,234 RSUs granted (acquisition code A) at $0.00 per share.
• Tax withholding: 9,916 shares withheld/disposed (code F) at $89.95/share, proceeds ≈ $891,944.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Footnotes: F1 — RSUs vest in four equal annual installments beginning April 1, 2027 (or next trading day); each RSU equals a contingent right to one share. F2 — Shares were withheld to cover the reporting person’s tax liability on vesting.

Context

• RSUs are a form of compensation that convert to actual shares on a vesting schedule; receiving RSUs is not a cash purchase and is typically part of long-term compensation.
• The withholding of shares to pay taxes is a common, administrative action (similar to a cashless settlement) and should be viewed separately from open-market selling or buying.