8-K
Rambus Inc (RMBS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2026
Rambus Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-22339 | 94-3112828 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation) | (Commission File Number) | (I. R. S. Employer<br><br>Identification No.) |
4453 North First Street, Suite 100
San Jose, California 95134
(Address of principal executive offices)
(408)
462-8000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, $.001 Par Value | RMBS | The Nasdaq Stock Market LLC |
| (The Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 – Results of Operations and Financial Condition.
On February 2, 2026, Rambus Inc. (“Rambus,” or the “Company”) issued a press release announcing results for the quarter ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
The information under Item 2.02 in this current report on Form 8-K and the related information in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Earnings press release dated February 2, 2026. |
|---|---|
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
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 2, 2026 | Rambus Inc. |
|---|---|
| /s/ Desmond Lynch | |
| Desmond Lynch, Senior Vice President, Finance and<br><br>Chief Financial Officer |
EX-99.1
Exhibit 99.1
News Release
RAMBUS REPORTS FOURTH QUARTER AND FISCAL YEAR 2025 FINANCIAL RESULTS
- Achieved record 2025 revenue and earnings results
- Delivered record quarterly product revenue of $96.8 million, fueling record annual product revenue of $347.8 million, up 41% from 2024
- Generated record quarterly and annual cash from operations of $99.8 million and $360.0 million, respectively
SAN JOSE, Calif. – February 2, 2026 – Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the fourth quarter ended December 31, 2025. GAAP revenue for the fourth quarter was $190.2 million, licensing billings were $71.5 million, product revenue was $96.8 million, and contract and other revenue was $21.8 million. The Company also generated $99.8 million in cash from operating activities in the fourth quarter.
“2025 was a record-breaking year for Rambus, delivering strong growth in revenue and earnings, and new quarterly and annual highs for product revenue and cash from operations,” said Luc Seraphin, president and chief executive officer of Rambus. “Our sustained leadership in DDR5 RCDs and growing contributions from new products drove substantial year-over-year product growth. With a robust roadmap and deep expertise aligned to the secular trends transforming data center and AI, we are well positioned to meet industry needs and drive long‑term profitable growth.”
| GAAP | Non-GAAP (1) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quarterly Financial Review | Three Months Ended<br>December 31, | Three Months Ended<br>December 31, | ||||||||||
| (In millions, except for percentages and per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Revenue | ||||||||||||
| Product revenue | $ | 96.8 | $ | 73.4 | $ | 96.8 | $ | 73.4 | ||||
| Royalties | 71.6 | 58.2 | 71.6 | 58.2 | ||||||||
| Contract and other revenue | 21.8 | 29.5 | 21.8 | 29.5 | ||||||||
| Total revenue | 190.2 | 161.1 | 190.2 | 161.1 | ||||||||
| Cost of product revenue | 37.3 | 28.5 | 37.1 | 28.3 | ||||||||
| Cost of contract and other revenue | 1.2 | 0.7 | 1.2 | 0.7 | ||||||||
| Amortization of acquired intangible assets (included in total cost of revenue) | 1.7 | 2.3 | — | — | ||||||||
| Total operating expenses | 79.2 | 71.7 | 64.9 | 60.1 | ||||||||
| Operating income | $ | 70.8 | $ | 57.9 | $ | 87.0 | $ | 72.0 | ||||
| Operating margin | 37 | % | 36 | % | 46 | % | 45 | % | ||||
| Net income | $ | 63.8 | $ | 62.2 | $ | 74.7 | $ | 59.6 | ||||
| Diluted net income per share | $ | 0.58 | $ | 0.58 | $ | 0.68 | $ | 0.55 | ||||
| Licensing billings (operational metric) (2) | $ | 71.5 | $ | 63.6 | $ | 71.5 | $ | 63.6 |
- See “Supplemental Reconciliation of GAAP to Non-GAAP Results” table included below. Note that the applicable non-GAAP measures are presented and that revenue and cash provided by operating activities are solely presented on a GAAP basis. Additionally, licensing billings is presented as an operational metric, which is defined below.
- Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.
GAAP revenue for the quarter was $190.2 million, which was above the Company's expectations. The Company also had licensing billings of $71.5 million, product revenue of $96.8 million, and contract and other revenue of $21.8 million. The Company had total GAAP cost of revenue of $40.2 million and operating expenses of $79.2 million. The Company also had total non-GAAP operating expenses of $103.2 million (including non-GAAP cost of revenue of $38.3 million). The Company’s provision for income taxes for the three months ended December 31, 2025 of $13.4 million was significantly higher than in the same period in 2024 partially due to the tax legislation enacted in the third quarter of 2025. The Company had GAAP diluted net income per share of $0.58 and non-GAAP diluted net income per share of $0.68. The Company’s basic share count was 108 million shares and its diluted share count was 110 million shares.
Cash, cash equivalents, and marketable securities as of December 31, 2025 were $761.8 million, an increase of $88.5 million as compared to September 30, 2025, mainly due to $99.8 million in cash provided by operating activities, offset by $8.6 million paid for capital expenditures.
2026 First Quarter Outlook
The Company will discuss its full revenue guidance for the first quarter of 2026 during its upcoming conference call. The following table sets forth the first quarter outlook for other measures.
| (In millions) | GAAP | Non-GAAP (1) |
|---|---|---|
| Licensing billings (operational metric) (2) | $66 - $72 | $66 - $72 |
| Product revenue (GAAP) | $84 - $90 | $84 - $90 |
| Contract and other revenue (GAAP) | $21 - $27 | $21 - $27 |
| Total operating costs and expenses | $121 - $117 | $104 - $100 |
| Interest and other income (expense), net | $6 | $6 |
| Diluted share count | 110 | 110 |
- See “Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates” table included below.
- Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.
For the first quarter of 2026, the Company expects licensing billings to be between $66 million and $72 million. The Company also expects royalty revenue to be between $61 million and $67 million, product revenue to be between $84 million and $90 million, and contract and other revenue to be between $21 million and $27 million. Revenue is not without risk and achieving revenue in this range will require that the Company sign customer agreements for various product sales and solutions licensing, among other matters.
The Company also expects operating costs and expenses to be between $121 million and $117 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $104 million and $100 million. These expectations also assume a tax rate of 16% and a diluted share count of 110 million, and exclude stock-based compensation expense of $15 million and amortization of acquired intangible assets of $2 million.
Conference Call
The Company’s management will discuss the results of the quarter during a conference call scheduled for 2:00 p.m. PT today. The call will be audio, slides will be available online at investor.rambus.com, and a replay will be available for the next week at the following numbers: (866) 813-9403 (domestic) or (+1) 929-458-6194 (international) with ID# 958497.
Non-GAAP Financial Information
In the commentary set forth above and in the financial statements included in this earnings release, the Company presents the following non-GAAP financial measures: cost of product revenue, operating expenses, operating income, operating margin, net income and diluted net income per share. In computing each of these non-GAAP financial measures, the following items were considered as discussed below: stock-based compensation expense, acquisition-related costs and retention bonus expense,
amortization of acquired intangible assets, income tax adjustment, and certain other one-time adjustments. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated. Management believes the non-GAAP financial measures are appropriate for both its own assessment of, and to show investors, how the Company’s performance compares to other periods. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. A reconciliation from GAAP to non-GAAP results is included in the financial statements contained in this release.
The Company’s non-GAAP financial measures reflect adjustments based on the following items:
Stock-based compensation expense. These expenses primarily relate to employee stock purchase plans, and employee non-vested equity stock and non-vested stock units. The Company excludes stock-based compensation expense from its non-GAAP measures primarily because such expenses are non-cash expenses that the Company does not believe are reflective of ongoing operating results. Additionally, given the fact that other companies may grant different amounts and types of equity awards and may use different option valuation assumptions, excluding stock-based compensation expense permits more accurate comparisons of the Company’s results with peer companies.
Acquisition-related costs and retention bonus expense. These expenses include all direct costs of certain acquisitions and the current periods’ portion of any retention bonus expense associated with the acquisitions. The Company excludes these expenses in order to provide better comparability between periods as they are related to acquisitions and have no direct correlation to the Company’s operations.
Amortization of acquired intangible assets. The Company incurs expenses for the amortization of intangible assets acquired in acquisitions. The Company excludes these items because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from the Company’s prior acquisitions and have no direct correlation to the operation of the Company’s core business.
Income tax adjustment. For purposes of internal forecasting, planning and analyzing future periods that assume net income from operations, the Company estimates a fixed, long-term projected tax rate of approximately 20 percent and 22 percent for 2025 and 2024, respectively, which consists of estimated U.S. federal and state tax rates, and excludes tax rates associated with certain items such as withholding tax, tax credits, deferred tax asset valuation allowance and the release of any deferred tax asset valuation allowance. Accordingly, the Company has applied these tax rates to its non-GAAP financial results for all periods in the relevant years to assist the Company’s planning.
On occasion in the future, there may be other items, such as significant gains or losses from contingencies, that the Company may exclude in deriving its non-GAAP financial measures if it believes that doing so is consistent with the goal of providing useful information to investors and management.
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.
Forward-Looking Statements
This release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, including those relating to Rambus’ expectations regarding business opportunities, the Company’s ability to deliver long-term, profitable growth, product and investment strategies, and the Company’s outlook and financial guidance for the first quarter of 2026 and related drivers, and the Company’s ability to effectively manage market challenges. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by the Company’s management. Actual results may differ materially. The Company’s business generally is subject to a number of risks which are
described more fully in Rambus’ periodic reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
Contact
Desmond Lynch
Senior Vice President, Finance and Chief Financial Officer
(408) 462-8000
dlynch@rambus.com
Source: Rambus Inc.
Rambus Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| (In thousands) | December 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 182,826 | $ | 99,775 |
| Marketable securities | 579,005 | 382,023 | ||
| Accounts receivable | 137,476 | 122,813 | ||
| Unbilled receivables | 25,209 | 25,070 | ||
| Inventories | 44,098 | 44,634 | ||
| Prepaids and other current assets | 20,202 | 15,942 | ||
| Total current assets | 988,816 | 690,257 | ||
| Intangible assets, net | 10,171 | 17,059 | ||
| Goodwill | 286,812 | 286,812 | ||
| Property and equipment, net | 113,051 | 75,509 | ||
| Operating lease right-of-use assets | 17,112 | 21,454 | ||
| Deferred tax assets | 105,542 | 136,466 | ||
| Income taxes receivable | 3,282 | 109,947 | ||
| Other assets | 4,759 | 5,632 | ||
| Total assets | $ | 1,529,545 | $ | 1,343,136 |
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 35,915 | $ | 18,522 |
| Accrued salaries and benefits | 22,044 | 19,193 | ||
| Deferred revenue | 29,980 | 19,903 | ||
| EDA tools software licenses liability | 14,884 | 8,438 | ||
| Operating lease liabilities | 6,310 | 5,617 | ||
| Other current liabilities | 11,441 | 10,139 | ||
| Total current liabilities | 120,574 | 81,812 | ||
| Long-term operating lease liabilities | 18,671 | 24,534 | ||
| Long-term income taxes payable | 1,393 | 109,383 | ||
| Long-term EDA tools software licenses liability | 20,908 | 1,588 | ||
| Other long-term liabilities | 3,574 | 5,127 | ||
| Total long-term liabilities | 44,546 | 140,632 | ||
| Total stockholders’ equity | 1,364,425 | 1,120,692 | ||
| Total liabilities and stockholders’ equity | $ | 1,529,545 | $ | 1,343,136 |
Rambus Inc.
Condensed Consolidated Statements of Income
(Unaudited)
| Three Months Ended<br>December 31, | Years Ended <br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Revenue: | ||||||||||||
| Product revenue | $ | 96,778 | $ | 73,369 | $ | 347,754 | $ | 246,815 | ||||
| Royalties | 71,676 | 58,211 | 279,378 | 226,172 | ||||||||
| Contract and other revenue | 21,790 | 29,522 | 80,498 | 83,637 | ||||||||
| Total revenue | 190,244 | 161,102 | 707,630 | 556,624 | ||||||||
| Cost of revenue: | ||||||||||||
| Cost of product revenue | 37,342 | 28,494 | 134,681 | 95,875 | ||||||||
| Cost of contract and other revenue | 1,148 | 721 | 2,856 | 3,028 | ||||||||
| Amortization of acquired intangible assets | 1,720 | 2,300 | 6,878 | 11,204 | ||||||||
| Total cost of revenue | 40,210 | 31,515 | 144,415 | 110,107 | ||||||||
| Gross profit | 150,034 | 129,587 | 563,215 | 446,517 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development | 49,246 | 43,698 | 187,708 | 162,881 | ||||||||
| Sales, general and administrative | 29,961 | 27,998 | 115,289 | 104,094 | ||||||||
| Amortization of acquired intangible assets | — | 30 | — | 506 | ||||||||
| Impairment of assets | — | — | — | 1,071 | ||||||||
| Change in fair value of earn-out liability | — | — | — | (5,044 | ) | |||||||
| Total operating expenses | 79,207 | 71,726 | 302,997 | 263,508 | ||||||||
| Operating income | 70,827 | 57,861 | 260,218 | 183,009 | ||||||||
| Interest income and other income (expense), net | 6,700 | 4,796 | 23,111 | 18,450 | ||||||||
| Interest expense | (320 | ) | (352 | ) | (1,373 | ) | (1,416 | ) | ||||
| Interest and other income (expense), net | 6,380 | 4,444 | 21,738 | 17,034 | ||||||||
| Income before income taxes | 77,207 | 62,305 | 281,956 | 200,043 | ||||||||
| Provision for income taxes | 13,367 | 103 | 51,501 | 20,222 | ||||||||
| Net income | $ | 63,840 | $ | 62,202 | $ | 230,455 | $ | 179,821 | ||||
| Net income per share: | ||||||||||||
| Basic | $ | 0.59 | $ | 0.58 | $ | 2.14 | $ | 1.67 | ||||
| Diluted | $ | 0.58 | $ | 0.58 | $ | 2.11 | $ | 1.65 | ||||
| Weighted-average shares used in per share calculations: | ||||||||||||
| Basic | 107,742 | 106,716 | 107,548 | 107,438 | ||||||||
| Diluted | 109,724 | 108,082 | 109,235 | 109,041 |
Rambus Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Results
(Unaudited)
| Three Months Ended<br>December 31, | ||||||
|---|---|---|---|---|---|---|
| (In thousands, except for per share amounts) | 2025 | 2024 | ||||
| Cost of product revenue | $ | 37,342 | $ | 28,494 | ||
| Adjustment: | ||||||
| Stock-based compensation expense | (176 | ) | (172 | ) | ||
| Non-GAAP cost of product revenue | $ | 37,166 | $ | 28,322 | ||
| Total operating expenses | $ | 79,207 | $ | 71,726 | ||
| Adjustments: | ||||||
| Stock-based compensation expense | (14,269 | ) | (11,563 | ) | ||
| Acquisition-related costs and retention bonus expense | — | (22 | ) | |||
| Amortization of acquired intangible assets | — | (30 | ) | |||
| Non-GAAP total operating expenses | $ | 64,938 | $ | 60,111 | ||
| Operating income | $ | 70,827 | $ | 57,861 | ||
| Adjustments: | ||||||
| Stock-based compensation expense | 14,445 | 11,735 | ||||
| Acquisition-related costs and retention bonus expense | — | 22 | ||||
| Amortization of acquired intangible assets | 1,720 | 2,330 | ||||
| Non-GAAP total operating income | $ | 86,992 | $ | 71,948 | ||
| Net income | $ | 63,840 | $ | 62,202 | ||
| Stock-based compensation expense | 14,445 | 11,735 | ||||
| Acquisition-related costs and retention bonus expense | — | 22 | ||||
| Amortization of acquired intangible assets | 1,720 | 2,330 | ||||
| Income tax adjustment | (5,307 | ) | (16,703 | ) | ||
| Non-GAAP net income | $ | 74,698 | $ | 59,586 | ||
| Non-GAAP diluted net income per share | $ | 0.68 | $ | 0.55 | ||
| Weighted-average shares used in non-GAAP diluted per share calculation | 109,724 | 108,082 |
Rambus Inc.
Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates
(Unaudited)
| 2026 First Quarter Outlook | Three Months Ended <br>March 31, 2026 | |||||
|---|---|---|---|---|---|---|
| (In millions) | Low | High | ||||
| Forward-looking operating costs and expenses | $ | 121 | $ | 117 | ||
| Adjustments: | ||||||
| Stock-based compensation expense | (15 | ) | (15 | ) | ||
| Amortization of acquired intangible assets | (2 | ) | (2 | ) | ||
| Forward-looking Non-GAAP operating costs and expenses | $ | 104 | $ | 100 |