Rambus Inc 8-K, filed Feb 12, 2026
Rambus Inc (RMBS)
About this 8-K
Rambus Inc filed this 8-K on February 12, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Appointment of Directors
On February 12, 2026, the Board of Directors (the “Board”) of Rambus Inc. (the “Company”) appointed Victor Peng, age 65, to serve as a Class II director, effective immediately, and to stand for reelection at the Company’s annual meeting of stockholders to be held in 2027. In connection with Mr. Peng’s appointment, the Board resolved that the size of the Board shall be increased to eight members.
There are no arrangements or understandings between Mr. Peng and any other persons pursuant to which Mr. Peng was named a director of the Company. Mr. Peng does not have any family relationship with any of the Company’s directors or executive officers. Mr. Peng has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.
Mr. Peng was appointed to the Compensation and Human Resources Committee of the Board effective immediately. After giving effect to Mr. Peng’s appointment, the Compensation and Human Resources Committee is composed of Eric Stang, as chair, Steven Laub, Necip Sayiner, and Victor Peng.
As a non-employee director, Mr. Peng will receive compensation in the same manner as the Company’s other non-employee directors as described in the Company’s proxy statement for 2025 annual meeting of stockholders. The Company and Mr. Peng will enter into the standard director and officer indemnification agreement on the form that the Company enters into with its directors and officers.
On February 12, 2026, the Company issued a press release announcing Mr. Peng’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
(e) Compensatory Arrangements of Certain Officers
In connection with the appointment of John Allen as Interim Chief Financial Officer, the Compensation and Human Resources Committee approved an adjustment to Mr. Allen’s compensation to provide an additional monthly salary stipend of $17,801 during the period that he serves as Interim Chief Financial Officer in addition to his base salary, and Mr. Allen will be eligible to receive a transition bonus of $150,000 for such service as Interim Chief Financial Officer. The Company and Mr. Allen have agreed to an employment agreement governing his position as Interim Chief Financial Officer, including the terms described above. The Company intends to file the employment agreement with the Securities and Exchange Commission as an exhibit to a subsequent periodic report. Mr. Allen’s compensatory arrangements are subject to review and adjustment in accordance with the Company’s applicable practices and policies.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release, dated February 12, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 12, 2026 |
Rambus Inc. | |||||
| /s/ John Shinn | ||||||
| John Shinn Senior Vice President and General Counsel | ||||||
Exhibit 99.1
Victor Peng Joins Rambus Board of Directors
SAN JOSE, Calif. – February 12, 2026 – Rambus Inc. (NASDAQ: RMBS), a premier chip and silicon IP provider making data faster and safer, today announced the appointment of Victor Peng to its Board of Directors, effective Thursday, February 12, 2026.
Mr. Peng is an accomplished executive with more than 40 years of leadership experience at top semiconductor companies. Most recently, Mr. Peng served as president of Advanced Micro Devices (AMD), leading AMD’s embedded and data center GPU businesses, AI software, and the research and advanced development group. Prior to AMD, Mr. Peng served 14 years at Xilinx, holding senior level positions including president and chief executive officer, board member, chief operating officer, executive vice president, and general manager of products. Mr. Peng currently serves on the Boards of KLA Corporation and Microchip Technology Inc.
“We are delighted to welcome Victor to the Rambus Board,” said Chuck Kissner, chairman of the Rambus Board of Directors. “With comprehensive experience leading major semiconductor organizations, Victor’s breadth of technical, operational, and strategic expertise will be invaluable as we advance our market position in AI and the data center.”
“AI is redefining the fundamental requirements for hardware infrastructure, and Rambus is sitting at the center of this transition with industry-leading products and technology that enable next-level performance,” said Mr. Peng. “I am excited to join the Rambus board and work with the executive team to support the company’s long-term growth.”
Mr. Peng holds a Master of Engineering in electrical engineering from Cornell University, and a Bachelor of Science in electrical engineering from Rensselaer Polytechnic Institute.
Follow Rambus:
Company website: rambus.com
Rambus blog: rambus.com/blog
LinkedIn: www.linkedin.com/company/rambus
About Rambus Inc.
Rambus delivers industry-leading chips and silicon IP for the data center and AI infrastructure. With over three decades of advanced semiconductor experience, our products and technologies address the critical bottlenecks between memory and processing to accelerate data-intensive workloads. By enabling greater bandwidth, efficiency and security across next-generation computing platforms, we make data faster and safer. For more information, visit rambus.com.
Source: Rambus Inc.
Press Contact:
Cori Pasinetti
Rambus Corporate Communications
t: (650) 309-6226
cpasinetti@rambus.com
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