RAMBUS INC
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 18, 2026
RMBS$74.53+7.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-24.
0000917273-25-000021
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-18.
0001193125-26-057101
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 161 previous paragraphs and 157 current paragraphs.
76 unchanged; 57 reworded; 20 added; 23 removed; 5 previous and 4 current paragraphs rearranged.
Tables are not compared: 17 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (20)
Current report
Rambus is a global semiconductor company providing industry-leading chips and silicon IP for data-intensive computing systems, focusing on data center and artificial intelligence (“AI”) infrastructure.
Current report
The ongoing proliferation of AI is placing unprecedented demands on computing infrastructure, requiring massive amounts of processor performance and extremely high memory bandwidth. As workloads grow in size and diversity, system performance becomes memory bound, making the memory interface technology a critical determinant of overall throughput. This persistent gap between processor performance and memory subsystem capabilities remains one of the largest bottlenecks in high performance compute systems. In addition, power management is increasingly important to optimize system efficiency and thermals as the power-performance demands continue to rise.
Current report
Revenue of $707.6 million;
Current report
Operating expenses of $303.0 million;
Current report
Net cash provided by operating activities of $360.0 million.
Current report
We delivered record product revenue of $347.8 million in 2025 which increased by approximately 41% as compared to 2024. We also generated record cash provided by operating activities of $360.0 million in 2025. We delivered strong execution across our memory and interface portfolio. We strengthened our leadership in DDR5 RCD and expanded the adoption of our new products. We also expanded into high-performance and AI PCs through the launch of our complete client chipset. In addition, we achieved strong customer momentum across our HBM4, GDDR7, and PCIe 7.0 digital IP families, as well as our security IP, reinforcing our position as a key enabler of next-generation data center and AI architectures. Finally, further fueling our continuous technology investment, we successfully secured and extended key patent licensing agreements, providing a strong foundation for sustained cash generation and consistent return of value to our stockholders.
Current report
Total research and development expenses increased approximately $24.8 million for the year ended December 31, 2025 as compared to 2024. The increase was driven by continued investment in our research and development initiatives and primarily reflected higher headcount-related expenses of $18.9 million and stock-based compensation expense of $4.3 million.
Current report
Depreciation expense also increased $2.5 million. These increases were partially offset by a $2.6 million decrease in prototyping costs.
Current report
Total sales, general and administrative costs increased approximately $11.2 million for the year ended December 31, 2025 as compared to 2024. The increase was primarily driven by higher headcount-related expenses of $6.6 million and stock-based compensation expense of $4.9 million. Depreciation expense also increased $1.1 million, and sales and marketing activities increased $0.8 million. These increases were partially offset by a $2.2 million decrease in consulting expense.
Current report
Revenue
Current report
Total research and development expenses increased approximately $24.8 million for the year ended December 31, 2025 as compared to 2024. The increase was driven by continued investment in our research and development initiatives and primarily reflected higher headcount-related expenses of $18.9 million and stock-based compensation expense of $4.3 million. Depreciation expense also increased $2.5 million. These increases were partially offset by a $2.6 million decrease in prototyping costs.
Current report
Total sales, general and administrative costs increased approximately $11.2 million for the year ended December 31, 2025 as compared to 2024. The increase was primarily driven by higher headcount-related expenses of $6.6 million and stock-based compensation expense of $4.9 million. Depreciation expense also increased $1.1 million, and sales and marketing activities increased $0.8 million. These increases were partially offset by a $2.2 million decrease in consulting expense.
Current report
Interest expense remained flat for the years ended December 31, 2025, 2024 and 2023.
Current report
On July 4, 2025, the United States enacted federal tax legislation commonly referred to as the OBBBA. Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures and other changes to the U.S. taxation of profits derived from foreign operations. As a result of the enactment of the legislation, there was an increase to our tax expense, primarily related to changes in the taxation of profits derived from foreign operations and, more specifically, a lower foreign-derived intangible income deduction. We project our effective tax rate to decrease in 2026 due to the impact from the new tax legislation, particularly related to the foreign-derived intangible income deduction.
Current report
On September 18, 2025, the South Korean Supreme Court ruled that the use of any patents in South Korea constitutes domestic source income under the South Korea–U.S. Tax Treaty, even if such patents are not registered with the patent office in South Korea. Based on this ruling, patent license royalties are subject to South Korean withholding tax if the patents are used in South Korea. As a result of this ruling, we determined that it is not more likely than not that withholding taxes paid in South Korea are recoverable. Consequently, we recorded an uncertain tax position reserve on the $82.7 million of outstanding refund claims relating to the period from the fourth quarter of 2018 through the third quarter of 2023, reducing the previously recorded long-term taxes receivable for these refund claims to zero, as we determined it is not more likely than not that the withholding taxes paid in South Korea are recoverable. We also removed the $32.2 million long-term taxes receivable previously recorded for withholding taxes paid during the fourth quarter of 2023 through the second quarter of 2025. As a result, the total long-term taxes receivable balance of $114.9 million, excluding interest, was reduced to zero in the third quarter of 2025. Consequently, the related long-term taxes payable of $114.9 million, excluding interest, was also reduced to zero, resulting in zero tax expense impact.
Current report
Cash used in investing activities of $223.1 million for the year ended December 31, 2025 consisted of purchases of available-for-sale marketable securities of $666.3 million and $26.8 million paid to acquire property and equipment, offset by proceeds from the maturities of available-for-sale marketable securities of $470.0 million.
Current report
Cash used in financing activities of $54.4 million for the year ended December 31, 2025 was primarily due to $41.9 million in payments of taxes related to net share settlement of equity awards, $12.3 million paid under installment payment arrangements to acquire fixed assets and an aggregate payment of $7.1 million as part of our share repurchases in 2025, offset by $6.9 million in proceeds from the issuance of common stock under equity incentive plans.
Current report
During the year ended December 31, 2025, we entered into share repurchase plans (the “2025 Buying Plans”) with Mizuho Securities USA, LLC (“Mizuho”), pursuant to which Mizuho may repurchase shares of our common stock from February 6, 2025 through March 31, 2026, with provisions to terminate sooner. The execution of share repurchases is dependent on our stock price reaching certain levels. During the year ended December 31, 2025, we repurchased 0.1 million shares for approximately $7.1 million as part of the 2025 Buying Plans, which were retired and recorded as a reduction to stockholders’ equity.
Current report
Royalties Revenue
Removed paragraphs (23)
Previous report
Rambus is a global semiconductor company dedicated to enabling the future of the data center and artificial intelligence (“AI”) by delivering innovative memory and security solutions that address the evolving needs of the technology industry.
Previous report
The explosion of data-intensive workloads, driven by the proliferation of generative AI, large language models (“LLMs”), and high-performance computing (“HPC”), is placing unprecedented demands on computing infrastructure. This surge in data processing is exacerbating the performance gap between processors and memory, creating a critical bottleneck—the “memory wall”—that limits overall system efficiency. As processors and accelerators rapidly increase in speed and core count, memory bandwidth and latency must keep pace to unlock their full potential.
Previous report
•Revenue of $556.6 million;
Previous report
•Operating expenses of $263.5 million;
Previous report
We generated record product revenue of $246.8 million in 2024 which increased by approximately 10% as compared to 2023. We also generated record cash provided by operating activities of $230.6 million in 2024. We continued our product portfolio expansion with the introduction of our DDR5 server PMICs, Client Clock Driver, as well as HBM4, GDDR7 and PCIe 7 IP solutions. In addition, we unveiled industry-first complete chipsets for next-generation, industry-standard DDR5 MRDIMMs and RDIMMs for the data center and AI. Furthermore, we extended our comprehensive patent license agreement with Micron by five years through 2029.
Previous report
Total research and development expenses decreased approximately $2.0 million for the year ended December 31, 2023 as compared to 2022, primarily due to decreases in consulting expenses of $3.4 million, retention bonus expense related to acquisitions of $1.6 million, an increase in engineering costs allocated to cost of revenue of $0.8 million, as well as decreases in prototyping costs of $0.8 million and bonus expense of $0.7 million, offset by an increase in headcount-related expenses of $1.8 million, stock-based compensation expense of $1.4 million, depreciation expense of $1.1 million and facilities costs of $0.9 million. The cumulative decrease was largely due to the sale of our PHY IP group in the third quarter of 2023, partially offset by increases in research and development for other core initiatives.
Previous report
Total sales, general and administrative costs increased approximately $1.4 million for the year ended December 31, 2023 as compared to 2022, primarily due to increases in stock-based compensation expense of $8.0 million and accounting and audit fees of $0.6 million, offset by decreases in acquisition-related costs of $3.7 million, bonus expense related to acquisitions of $1.7 million, rent and facility expenses of $1.1 million and recruiting expense of $0.6 million.
Previous report
Total amortization of acquired intangible assets decreased approximately $0.9 million for the year ended December 31, 2023 as compared to 2022. In the third quarter of 2023, we divested our PHY IP group and as a result, we disposed of approximately $7.4 million of net intangible assets, which reduced our amortization expense in future periods. Refer to Note 6, “Intangible Assets and Goodwill,” of Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Previous report
The gain on fair value of equity security was $3.5 million in 2022 and related to the sale of an equity security with an immaterial carrying value in our Consolidated Statement of Operations of this Form 10-K.
Previous report
The $83.6 million loss on extinguishment of debt and the $10.6 million loss on fair value adjustment of derivatives, net, for the year ended December 31, 2022, related to the repurchases of $162.1 million aggregate principal amount of our 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) and the settlement of the related convertible senior note hedges and warrants. The $0.2 million loss on fair value adjustment of derivatives, net, for the years ended December 31, 2023, related to the settlement of the remaining outstanding warrants in the first quarter of 2023.
Previous report
Refer to Note 12, “Convertible Notes,”of Notes to Consolidated Financial Statements of this Form 10-K for additional information on the repurchases of the convertible notes.
Previous report
NM — percentage is not meaningful
Previous report
Cash provided by investing activities of $152.0 million for the year ended December 31, 2022 consisted ofproceeds from the sale and maturities of available-for-sale marketable securities of$276.7 million and$59.6 million, respectively, and proceeds from the sale of an equity security of$3.0 million, offset by purchases of available-for-sale marketable securities of$150.9 million,$17.5 million paid to acquire property and equipment, the acquisition of Hardent for $16.1 million, net of cash acquired of $0.2 million, and the acquisition of intangible assets for$3.0 million.
Previous report
Cash used in financing activities of $362.9 million for the year ended December 31, 2022 was primarily due to $258.1 million paid in connection with the partial repurchases of our 2023 Notes in the first and third quarters of 2022, an aggregate payment of$100.4 million as part of our 2022 ASR program (includes $0.4 million in fees related to the 2022 ASR program),$69.5 million paid in connection with the settlement of warrants associated with the partial repurchases of our 2023 Notes,$18.4 million in payments of taxes on restricted stock units and$14.4 million paid under installment payment arrangements to acquire fixed assets, offset by proceeds of$91.7 million from the settlement of senior convertible note hedges associated with the partial repurchases of our 2023 Notes and$6.1 million in proceeds from the issuance of common stock under equity incentive plans.
Previous report
(4) In connection with the acquisitions of Hardent in the second quarter of 2022 and PLDA in the third quarter of 2021, we are obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment.
Previous report
Share Repurchase Program
Previous report
On September 9, 2022, we entered into the 2022 ASR Program with Wells Fargo. The 2022 ASR Program was part of the 2020 Repurchase Program. Under the 2022 ASR Program, we pre-paid to Wells Fargo the $100.0 million purchase price for our common stock and, in turn, we received an initial delivery of approximately 3.1 million shares of our common stock from Wells Fargo in the third quarter of 2022, which were retired and recorded as an $80.0 million reduction to stockholders’ equity. The remaining $20.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to our stock. During the fourth quarter of 2022, the accelerated share repurchase program was completed and we received an additional 0.1 million shares of our common stock, which were retired, as the final settlement of the accelerated share repurchase program.
Previous report
Effective January 1, 2023, our share repurchases are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022. As of December 31, 2024, we recorded an immaterial excise tax liability on our Consolidated Balance Sheet of this Form 10-K.
Previous report
During the year ended December 31, 2024, there were no other repurchases of our common stock under the 2020 Repurchase Program.
Previous report
Royalty Revenue
Previous report
Business Combinations
Previous report
We account for acquisitions of businesses using the purchase method of accounting, which requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values.
Previous report
Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date including our estimates for intangible assets, contractual obligations assumed and pre-acquisition contingencies where applicable.
Reworded paragraphs (57)
Previous wording
As a pioneer with nearly 35 years of advanced semiconductor design experience, Rambus is at the forefront of enabling the next era of AI-driven computing, addressing the critical challenges of accelerating and securing data movement in the data center, edge, and client markets. We are a leader in high-performance memory subsystems, offering a balanced and diverse portfolio of products encompassing chips and silicon IP. Focusing primarily on the data center, our innovative solutions maximize performance and security in computationally intensive systems.
Current wording
As a pioneer with over three decades of advanced semiconductor design experience, Rambus is at the forefront of enabling the next era of AI-driven computing, addressing the critical challenges of signal and power integrity at increasingly extreme data rates in the data center, edge and client markets. We are a leader in high-performance memory subsystems, offering a balanced and diverse portfolio of products, IP and patents that maximize performance and security in computationally intensive systems.
Previous wording
Rambus is uniquely positioned to address this challenge. Our deep expertise in memory technologies and innovative architectures enables us to deliver solutions that break through the memory wall. We provide industry-leading memory interface chips that enable the highest bandwidth and capacity server memory modules, maximizing memory performance for the most demanding data-intensive workloads. These solutions are essential for supporting the training and inference of increasingly complex AI models, including those used in generative AI applications.
Current wording
Rambus is well positioned to address these challenges. Leveraging our deep expertise in memory technology and innovative architectures, we provide industry-leading memory interface chips that enable the highest bandwidth, capacity and power efficient server memory modules, maximizing memory performance and reliability for the most demanding data-intensive workloads. Beyond the data center, server-class technologies are waterfalling into client devices to bring these same benefits to end-user systems, such as AI personal computers (“PCs”).
Previous wording
Our continued execution delivered strong results during fiscal year 2024, driven by continued demand for our memory interface chips and our Silicon IP solutions, and stability from our royalties revenue.
Current wording
Our continued execution delivered strong results during fiscal year 2025, driven by increased demand for our memory interface chips and stability from our royalties revenue.
Previous wording
•Diluted net income per share of $1.65; and
Current wording
Diluted net income per share of $2.11; and
Previous wording
The Company’s consolidated revenue is comprised of product revenue, contract and other revenue and royalties.
Current wording
The Company’s consolidated revenue is comprised of product revenue, royalties, and contract and other revenue.
Previous wording
Product revenue consists primarily of memory interface chips and is increasing in strategic significance. Our memory interface chips are sold to major DRAM manufacturers, Micron, Samsung and SK hynix, as well as directly to system manufacturers and cloud providers, for integration into server memory modules. Product revenue accounted for 44%, 49% and 50% of our consolidated revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
Current wording
Product revenue consists primarily of memory interface chips and is increasing in strategic significance. Our memory interface chips are sold to major DRAM manufacturers, Micron, Samsung and SK hynix, as well as directly to system manufacturers and cloud providers, for integration into server memory modules. Product revenue accounted for 49%, 44% and 49% of our consolidated revenue for the years ended December 31, 2025, 2024 and 2023, respectively.
Previous wording
Royalty revenue is primarily derived from our patent licenses, through which we provide our customers certain rights to our broad worldwide portfolio of patented inventions. Our patent licenses enable our customers to use a portion of our patent portfolio in their own digital electronics products. The licenses typically range in duration up to ten years and may define the specific field of use where our customers may utilize our inventions in their products. Royalties may be structured as fixed, variable or a hybrid of fixed and variable royalty payments. Leading semiconductor and electronic system companies such as AMD, Amlogic, Broadcom, CXMT, IBM, Infineon, Kioxia, Marvell, MediaTek, Micron, Nanya, Nuvoton, NVIDIA, Phison, Qualcomm, Samsung, Silicon Motion, SK hynix, Socionext, STMicroelectronics, Toshiba, Western Digital, and Winbond have licensed our patents. The vast majority of our patents originate from our internal research and development efforts. Additionally, from time to time, we enter into agreements to sell certain patent assets under agreements which may also include subsequent profit-sharing. The sale of these patents, as well as the subsequent profit-sharing, are included as part of our royalty revenue. Revenue from royalties accounted for 41%, 32% and 31% of our consolidated revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
Current wording
Royalties revenue is primarily derived from our patent licenses, through which we provide our customers certain rights to our broad worldwide portfolio of patented inventions. Our patent licenses enable our customers to use a portion of our patent portfolio in their own digital electronics products. The licenses typically range in duration up to ten years and may define the specific field of use where our customers may utilize our inventions in their products. Royalties may be structured as fixed, variable or a hybrid of fixed and variable royalty payments. Leading semiconductor and electronic system companies such as AMD, Amlogic, Broadcom, CXMT, IBM, Infineon, Kioxia, Marvell, MediaTek, Micron, Nanya, Nuvoton, NVIDIA, Phison, Qualcomm, Samsung, Silicon Motion, SK hynix, Socionext, STMicroelectronics, Toshiba, Western Digital and Winbond have licensed our patents. The vast majority of our patents originate from our internal research and development efforts. Additionally, from time to time, we enter into agreements to sell certain patent assets under agreements which may also include subsequent profit-sharing. The sale of these patents, as well as the subsequent profit-sharing, are included as part of our royalties revenue. Revenue from royalties accounted for 40%, 41% and 32% of our consolidated revenue for the years ended December 31, 2025, 2024 and 2023, respectively.
Previous wording
Contract and other revenue consists primarily of Silicon IP, which is comprised of our high-speed interface and security IP. Revenue sources under contract and other include our IP core licenses, software licenses and related implementation, support and maintenance fees and engineering services fees. The timing and amounts invoiced to customers can vary significantly depending on specific contract terms and can therefore have a significant impact on deferred revenue or accounts receivable in any given period. Contract and other revenue accounted for 15%, 19% and 19% of our consolidated revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
Current wording
Contract and other revenue consists primarily of Silicon IP, which is comprised of our high-speed interface and security IP. Revenue sources under contract and other include our IP core licenses, software licenses and related implementation, support and maintenance fees and engineering services fees. The timing and amounts invoiced to customers can vary significantly depending on specific contract terms and can therefore have a significant impact on deferred revenue or accounts receivable in any given period. Contract and other revenue accounted for 11%, 15% and 19% of our consolidated revenue for the years ended December 31, 2025, 2024 and 2023, respectively.
Previous wording
Cost of product revenue increased approximately $11.4 million for the year ended December 31, 2024 as compared to 2023, primarily due to higher sales volumes of our memory interface chips.
Current wording
Cost of product revenue mainly includes costs attributable to the sale of memory interface chip products. Cost of product revenue increased approximately $38.8 million for the year ended December 31, 2025 as compared to 2024, primarily due to higher sales volumes of our memory interface chips.
Previous wording
There are a number of trends that may have a material impact on us in the future, including but not limited to, the evolution of memory technology, adoption of security solutions, the use and adoption of our inventions or technologies generally, industry consolidation and global economic conditions with the resulting impact on sales of consumer electronic systems.
Current wording
There are a number of trends that may have a material impact on us in the future, including but not limited to, the evolution of memory technology, adoption of security solutions, the use and adoption of our inventions or technologies generally, industry consolidation and global economic conditions with the resulting impact on sales of consumer electronic systems. Additionally, there is ongoing uncertainty and volatility in future revenue and costs due to various macroeconomic events, such as tariffs and global inflation, which could have a significant impact on our business and operating results.
Previous wording
We have a high degree of revenue concentration. Our top five customers represented 62% of our revenue for both 2024 and 2023 and 58% in 2022. The particular customers which account for revenue concentration have varied from period-to-period as a result of the addition of new contracts, expiration of existing contracts, renewals of existing contracts, industry consolidation and the volumes and prices at which the customers have recently sold to their customers. These variations are expected to continue in the foreseeable future.
Current wording
We have a high degree of revenue concentration. Our top five customers represented 66% of our revenue in 2025 and 62% in both 2024 and 2023. The level of concentration and particular customers which account for this concentration have varied in the past and may vary in the future as a result of demand for our semiconductor products, timing of new contracts, expiration of existing contracts, as well as timing of contract expirations and renewals, industry consolidation and the volumes and prices at which the customers have recently sold to their customers. These variations are expected to continue in the foreseeable future.
Previous wording
Our revenue from companies headquartered outside of the United States accounted for 64% of total revenue in 2024 as compared to 62% in 2023 and 39% in 2022. We expect that revenue derived from international customers will continue to represent a significant portion of our total revenue in the future. Currently, our revenue from international customers is predominantly denominated in U.S. dollars. For additional information concerning international revenue, refer to Note 7, “Segments and Major Customers,” of Notes to Consolidated Financial Statements of this Form 10-K.
Current wording
Our revenue from companies headquartered outside of the United States accounted for 82% of total revenue in 2025 as compared to 64% in 2024 and 62% in 2023. We expect that revenue derived from international customers will continue to represent a significant portion of our total revenue in the future. Currently, our revenue from international customers is predominantly denominated in U.S. dollars. For additional information concerning international revenue, refer to Note 7, “Segments and Major Customers,” of Notes to Consolidated Financial Statements of this Form 10-K.
Previous wording
The royalties we receive from our semiconductor customers are partly a function of the adoption of our technologies by system companies. Many system companies purchase semiconductors containing our technologies from our customers and do not have a direct contractual relationship with us. Our customers generally do not provide us with details as to the identity or volume of licensed semiconductors purchased by particular system companies. As a result, we face difficulty in analyzing the extent to which our future revenue will be dependent upon particular system companies. Several of our licensees have renewed or extended their license agreements with us during the year ended December 31, 2024, including Kioxia, Marvell, Micron and Nanya.
Current wording
The royalties we receive from our semiconductor customers are partly a function of the adoption of our technologies by system companies. Many system companies purchase semiconductors containing our technologies from our customers and do not have a direct contractual relationship with us. Our customers generally do not provide us with details as to the identity or volume of licensed semiconductors purchased by particular system companies. As a result, we face difficulty in analyzing the extent to which our future revenue will be dependent upon particular system companies.
Previous wording
As a part of our overall business strategy, we evaluate businesses and technologies for potential acquisitions that are aligned with our core business and designed to supplement our growth, including the acquisition of Hardent in the second quarter of 2022. Similarly, we evaluate our current businesses and technologies that are not aligned with our core business for potential divestiture, such as the sale of our PHY IP group to Cadence in the third quarter of 2023. We expect to continue to evaluate and potentially enter into strategic acquisitions or divestitures which will impact our business and operating results.
Current wording
As a part of our overall business strategy, we evaluate businesses and technologies for potential acquisitions that are aligned with our core business and designed to supplement our growth. Similarly, we evaluate our current businesses and technologies that are not aligned with our core business for potential divestitures. We expect to continue to evaluate and potentially enter into strategic acquisitions or divestitures which will impact our business and operating results.
Previous wording
The following table sets forth, for the periods indicated, the percentage of total revenue represented by certain items reflected in our consolidated statements of operations:
Current wording
The following table sets forth, for the periods indicated, the percentage of total revenue represented by certain items reflected in our consolidated statements of income:
Previous wording
Product revenue consists of revenue from the sale of memory and security products. Product revenue increased by approximately $22.2 million for the year ended December 31, 2024 as compared to 2023, primarily due to higher sales of our memory interface chips. Product revenue declined modestly by approximately $2.5 million for the year ended December 31, 2023 as compared to 2022 in a market that declined during the period.
Current wording
Product revenue consists primarily of revenue from the sale of memory products. Product revenue increased by approximately $101.0 million for the year ended December 31, 2025 as compared to 2024. Product revenue increased by approximately $22.2 million for the year ended December 31, 2024 as compared to 2023. The increases were due to higher sales of memory interface chips, as well as contributions from new products.
Previous wording
Growth in our product revenue is dependent on, among other things, the industry transition to a new generation of memory, as well as our ability to continue to obtain orders from customers, meet our customers’ demands and mitigate any supply chain and economic disruption.
Current wording
Growth in our product revenue is dependent on, among other things, our ability to continue to obtain orders from customers, develop and sell new products, maintain adequate supply in order to meet our customers’ demand and mitigate any supply chain and economic disruption.
Previous wording
Royalty revenue, which includes patent and technology license royalties, increased approximately $76.1 million for the year ended December 31, 2024 as compared to 2023. Royalty revenue increased approximately $10.3 million for the year ended December 31, 2023 as compared to 2022. The increases were primarily due to the timing and structure of license renewals for both periods.
Current wording
Royalties revenue, which includes patent and technology license royalties, increased approximately $53.2 million for the year ended December 31, 2025 as compared to 2024. Royalties revenue increased approximately $76.1 million for the year ended December 31, 2024 as compared to 2023. The increases were primarily due to the timing and structure of license agreements and renewals.
Previous wording
We are continuously in negotiations for licenses with prospective customers. We expect royalty revenue will continue to vary from period to period based on our success in adding new customers, renewing or extending existing agreements, as well as the level of variation in our customers’ reported shipment volumes, sales price and product mix, offset in part by the proportion of customer payments that are fixed or hybrid in nature.
Current wording
We are continuously in negotiations for licenses with prospective customers. We expect royalties revenue will continue to vary from period to period based on our success in adding new customers, renewing or extending existing agreements, as well as the level of variation in our customers’ reported shipment volumes, sales price and product mix, offset in part by the proportion of customer payments that are fixed or hybrid in nature.
Previous wording
Contract and other revenue consists of revenue from technology development projects. Contract and other revenue decreased approximately $2.8 million for the year ended December 31, 2024 as compared to 2023. Contract and other revenue decreased approximately $1.5 million for the year ended December 31, 2023 as compared to 2022. The decreases for both periods were primarily attributed to the sale of our PHY IP group in the third quarter of 2023.
Current wording
Contract and other revenue consists of revenue from technology development projects. Contract and other revenue decreased approximately $3.2 million for the year ended December 31, 2025 as compared to 2024, due to lower revenue associated with our Silicon IP offerings. Contract and other revenue decreased approximately $2.8 million for the year ended December 31, 2024 as compared to 2023, primarily attributed to the sale of our PHY IP group in the third quarter of 2023.
Previous wording
Cost of product revenue mainly includes costs attributable to the sale of memory products. Cost of product revenue increased approximately $11.4 million for the year ended December 31, 2024 as compared to 2023, primarily due to higher sales volumes of our memory interface chips. Cost of product revenue decreased approximately $4.5 million for the year ended December 31, 2023 as compared to 2022, primarily due to a change in product mix and lower product revenue.
Current wording
Cost of product revenue mainly includes costs attributable to the sale of memory interface chip products. Cost of product revenue increased approximately $38.8 million for the year ended December 31, 2025 as compared to 2024. Cost of product revenue increased approximately $11.4 million for the year ended December 31, 2024 as compared to 2023. The increases were primarily due to higher sales volumes of our memory interface chips.
Previous wording
Cost of contract and other revenue reflects the portion of the total engineering costs which are specifically devoted to individual customer development and support services. Cost of contract and other revenue decreased approximately $2.4 million for the year ended December 31, 2024 as compared to 2023, primarily due to lower engineering services associated with the contracts and the sale of our PHY IP group in the third quarter of 2023. Cost of contract and other revenue increased approximately $0.7 million for the year ended December 31, 2023 as compared to 2022, primarily due to higher engineering services associated with the contracts.
Current wording
Cost of contract and other revenue reflects the portion of the total engineering costs which are specifically devoted to individual customer development and support services. Cost of contract and other revenue remained relatively flat for the year ended December 31, 2025 as compared to 2024. Cost of contract and other revenue decreased approximately $2.4 million for the year ended December 31, 2024 as compared to 2023, primarily due to lower engineering services associated with the contracts and the sale of our PHY IP group in the third quarter of 2023.
Previous wording
In the future, sales, general and administrative expenses will vary from period to period based on the trade shows, advertising, legal, acquisition and other sales, marketing and administrative activities undertaken, and the change in sales, marketing and administrative headcount in any given period. In the near term, we expect our sales, general and administrative expenses to remain relatively flat.
Current wording
In the future, sales, general and administrative expenses will vary from period to period based on the trade shows, advertising, legal, acquisition and other sales, marketing and administrative activities undertaken, and the change in sales, marketing and administrative headcount in any given period.
Previous wording
Total amortization of acquired intangible assets decreased approximately $3.0 million for the year ended December 31, 2024 as compared to 2023, primarily due to certain intangible assets being fully amortized.
Current wording
Total amortization of acquired intangible assets decreased approximately $4.8 million for the year ended December 31, 2025 as compared to 2024. Total amortization of acquired intangible assets decreased approximately $3.0 million for the year ended December 31, 2024 as compared to 2023. The decreases in both periods were primarily due to certain intangible assets being fully amortized. Refer to Note 6, “Intangible Assets, Net” of Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Previous wording
During the year ended December 31, 2024, we recorded a charge of approximately $1.1 million in our Consolidated Statements of Operations of this Form 10-K, related to the write-off of certain fixed assets no longer in use and for which we determined they had no alternate economic use.
Current wording
During the year ended December 31, 2024, we recorded a charge of approximately $1.1 million in our Consolidated Statement of Income of this Form 10-K, related to the write-off of certain fixed assets no longer in use and for which we determined they had no alternate economic use.
Previous wording
Concurrent with the sale of our PHY IP group to Cadence, we recorded a charge of approximately $10.0 million in our Consolidated Statements of Operations for the year ended December 31, 2023. The charge was primarily related to the accelerated amortization of software licenses that were not directly part of the PHY IP disposal group, but where acceleration was warranted due to the lower headcount and corresponding excess capacity for such licenses. Refer to Note 20, “Divestiture,” of Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Current wording
Concurrent with the sale of our PHY IP group to Cadence, we recorded a charge of approximately $10.0 million in our Consolidated Statement of Income for the year ended December 31, 2023. The charge was primarily related to the accelerated amortization of software licenses that were not directly part of the PHY IP disposal group, but where acceleration was warranted due to the lower headcount and corresponding excess capacity for such licenses. Refer to Note 20, “Divestiture,” of Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Previous wording
During the years ended December 31, 2024, 2023 and 2022, we remeasured the fair value of the earn-out liability, which resulted in a reduction of $5.0 million and additional expenses of $9.2 million and $3.1 million, respectively, in our Consolidated Statements of Operations of this Form 10-K. The final earn-out was achieved as of September 30, 2024 and was fully paid during the fourth quarter of 2024.
Current wording
During the years ended December 31, 2024 and 2023, we remeasured the fair value of the earn-out liability, which resulted in a reduction of $5.0 million and additional expense of $9.2 million, respectively, in our Consolidated Statements of Income of this Form 10-K. The final earn-out was achieved in the third quarter of 2024 and fully paid during the fourth quarter of 2024.
Previous wording
Interest income and other income (expense), net, includes interest income from our investment portfolio and from the significant financing component of licensing agreements, as well as any gains or losses from the re-measurement of our monetary assets or liabilities denominated in foreign currencies. For the years ended December 31, 2024, 2023 and 2022, interest income and other income (expense), net, consisted primarily of interest income from our investment portfolio of $18.5 million, $10.6 million and $1.0 million, respectively, as well as interest income from the significant financing component of licensing agreements of $0.5 million, $2.2 million and $5.6 million, respectively.
Current wording
Interest income and other income (expense), net, includes interest income from our investment portfolio and from the significant financing component of licensing agreements, as well as any gains or losses from the re-measurement of our monetary assets or liabilities denominated in foreign currencies. For the years ended December 31, 2025, 2024 and 2023, interest income and other income (expense), net, consisted primarily of interest income from our investment portfolio.
Previous wording
We made an investment in a non-marketable equity security of a private company in 2018. We accounted for this investment under the equity method of accounting and recorded our share of the income (loss). During the fourth quarter of 2023, we sold our 25% ownership share in the equity investment for approximately $25.0 million, which was included, net of withholding taxes paid, in prepaid and other current assets in our Consolidated Balance Sheet as of December 31, 2023. We recognized a net gain of approximately $23.9 million related to the sale in our Consolidated Statements of Operations for the year ended December 31, 2023 after offsetting $1.1 million of transaction costs from the $25.0 million selling price. Refer to Note 9, “Fair Value of Financial Instruments,” of Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Current wording
We made an investment in a non-marketable equity security of a private company in 2018. We accounted for this investment under the equity method of accounting and recorded our share of the income (loss). During the fourth quarter of 2023, we sold our 25% ownership share in the equity investment for approximately $25.0 million, which was included, net of withholding taxes paid, in prepaid and other current assets in our Consolidated Balance Sheet as of December 31, 2023. We recognized a net gain of approximately $23.9 million related to the sale in our Consolidated Statement of Income for the year ended December 31, 2023 after offsetting $1.1 million of transaction costs from the $25.0 million selling price. Refer to Note 9, “Fair Value of Financial Instruments,” of Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Previous wording
Interest expense consists primarily of interest expense associated with long-term software licenses for the years ended December 31, 2024 and 2023. Prior to the second quarter of 2023, interest expense consisted primarily of interest expense associated with long-term software licenses, the non-cash interest expense related to the amortization of the debt issuance costs on the 2023 Notes, as well as the coupon interest related to these notes. The remaining outstanding 2023 Notes were paid in full upon maturity in the first quarter of 2023.
Current wording
Interest expense consists primarily of interest expense associated with long-term software licenses for the years ended December 31, 2025, 2024 and 2023.
Previous wording
Our effective tax rate for the year ended December 31, 2024 differed from the U.S. statutory rate primarily due to foreign-derived intangible income deductions and the tax effect of stock-based compensation. Our effective tax rate for the year ended December 31, 2023, differed from the U.S. statutory rate primarily due to the valuation allowance release on our U.S. deferred tax assets, as well as state income taxes and the tax effect of stock-based compensation. Our effective tax rate for the year ended December 31, 2022, differed from the U.S. statutory rate primarily due to the foreign-derived intangible income deduction, acquisition indebtedness and certain capitalized research expenditures, partially offset by the change in the valuation allowance against our U.S. deferred tax assets.
Current wording
Our effective tax rate for the year ended December 31, 2025 differed from the U.S. statutory rate primarily due to foreign tax credits and the tax effect of stock-based compensation, partially offset by foreign withholding taxes.
Previous wording
We recorded a provision for income taxes of $20.2 million for the year ended December 31, 2024, which was primarily driven by the statutory tax expense for domestic and foreign jurisdictions for 2024, including withholding taxes, offset by tax benefits from excess stock-based compensation deductions and foreign-derived intangible income deductions. For the year ended December 31, 2024, we paid withholding taxes of $20.6 million. We recorded a benefit from income taxes of $146.7 million for the year ended December 31, 2023, which was primarily driven by the $177.9 million valuation allowance release on our U.S. deferred tax assets, as well as tax benefits from excess stock-based compensation deductions. For the year ended December 31, 2023, we paid withholding taxes of $22.9 million.
Current wording
We recorded a provision for income taxes of $20.2 million for the year ended December 31, 2024, which was primarily driven by the statutory tax expense for domestic and foreign jurisdictions for 2024, including withholding taxes, offset by tax benefits from excess stock-based compensation deductions and foreign-derived intangible income deductions. For the year ended December 31, 2024, we paid withholding taxes of $20.6 million.
Previous wording
We currently anticipate that existing cash, cash equivalents and marketable securities balances and cash flows from operations will be adequate to meet our cash needs for at least the next 12 months. Additionally, the majority of our cash and cash equivalents is in the United States. Our cash needs for the year ended December 31, 2024 were funded primarily from cash collected from our customers.
Current wording
We currently anticipate that existing cash, cash equivalents and marketable securities balances and cash flows from operations will be adequate to meet our cash needs for at least the next 12 months. Additionally, the majority of our cash and cash equivalents are in the United States. Our cash needs for the year ended December 31, 2025 were funded primarily from cash collected from our customers.
Previous wording
We do not anticipate any liquidity constraints as a result of either the current credit environment or investment fair value fluctuations. Additionally, we have the intent and ability to hold our debt investments that have unrealized losses in accumulated other comprehensive gain (loss) for a sufficient period of time to allow for recovery of the principal amounts invested. We continually monitor the credit risk in our portfolio and mitigate our credit risk exposures in accordance with our policies.
Current wording
We do not anticipate any liquidity constraints as a result of either the current credit environment or investment fair value fluctuations. Additionally, we have the intent and we believe we have the ability to hold our debt investments that have unrealized losses in accumulated other comprehensive gain (loss) for a sufficient period of time to allow for recovery of the principal amounts invested. We continually monitor the credit risk in our portfolio and mitigate our credit risk exposures in accordance with our policies.
Previous wording
To provide us with more flexibility in returning capital to our stockholders, on October 29, 2020, our Board approved a share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares (the “2020 Repurchase Program”). Share repurchases under the 2020 Repurchase Program may be made through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules and regulations. There is no expiration date applicable to the 2020 Repurchase Program. The 2020 Repurchase Program replaced the previous program approved by our Board in January 2015 and canceled the remaining shares outstanding as part of the previous authorization. During the years ended December 31, 2024, 2023 and 2022, we repurchased shares of our common stock under the 2020 Repurchase Program as discussed in the “Share Repurchase Program” section below.
Current wording
To provide us with more flexibility in returning capital to our stockholders, on October 29, 2020, our Board approved a share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares (the “2020 Repurchase Program”). Share repurchases under the 2020 Repurchase Program may be made through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules and regulations. There is no expiration date applicable to the 2020 Repurchase Program. During the years ended December 31, 2025, 2024 and 2023, we repurchased shares of our common stock under the 2020 Repurchase Program as discussed in the “Share Repurchase Program” section below.
Previous wording
Cash provided by operating activities of $230.4 million for the year ended December 31, 2022 was primarily attributable to the cash generated from customer licensing, product sales and engineering services fees. Changes in operating assets and liabilities for the year ended December 31, 2022, primarily included a decrease in unbilled receivables and increases in accounts payable andaccrued salaries and benefits and other liabilities, offset by decreases in income taxes payable, operating lease liabilities anddeferred revenue, as well as increases in inventories, accounts receivable and prepaids and other current assets.
Current wording
Cash provided by operating activities of $360.0 million for the year ended December 31, 2025 was primarily attributable to the cash generated from product sales, customer licensing and engineering services fees. Changes in operating assets and liabilities for the year ended December 31, 2025 primarily included increases in accounts payable, income taxes payable, deferred revenue, and accrued salaries and benefits and other liabilities, offset by increases in accounts receivable, income taxes receivable, and prepaids and other current assets. Additionally, changes in operating assets and liabilities excludes the impact of the non-cash write-down of income taxes receivable and offsetting income taxes payable of $118.9 million (including interest) related to South Korea withholding taxes as discussed in “Provision for (Benefit from) Income Taxes” section above.
Previous wording
Cash provided by operating activities of$230.6 million for the year ended December 31, 2024 was primarily attributable to the cash generated from customer licensing, product sales and engineering services fees. Changes in operating assets and liabilities for the year ended December 31, 2024, primarily included decreases in unbilled receivables, prepaids and other current assets and an increase in income taxes payable, offset by increases in accounts receivable, inventories and income tax receivable.
Current wording
Cash provided by operating activities of $230.6 million for the year ended December 31, 2024 was primarily attributable to cash generated from customer licensing, product sales and engineering services fees. Changes in operating assets and liabilities for the year ended December 31, 2024 primarily included decreases in unbilled receivables, prepaids and other current assets and an increase in income taxes payable, offset by increases in accounts receivable, inventories and income taxes receivable.
Previous wording
Cash provided by operating activities of$195.8 million for the year ended December 31, 2023 was primarily attributable to the cash generated from customer licensing, product sales and engineering services fees. Changes in operating assets and liabilities for the year ended December 31, 2023, primarily includeda decrease in unbilled receivables and an increase in other current liabilities, offset by increases in income tax receivable, accounts receivable, inventories, prepaids and other assets, as well as decreases in income taxes payable, accounts payable, deferred revenue and accrued salaries and benefits.
Current wording
Cash provided by operating activities of $195.8 million for the year ended December 31, 2023 was primarily attributable to cash generated from customer licensing, product sales and engineering services fees. Changes in operating assets and liabilities for the year ended December 31, 2023 primarily included a decrease in unbilled receivables and an increase in other current liabilities, offset by increases in income taxes receivable, accounts receivable, inventories, prepaids and other assets, as well as decreases in income taxes payable, accounts payable, deferred revenue and accrued salaries and benefits.
Previous wording
Cash used in investing activities of$56.7 million for the year ended December 31, 2024 consisted of purchases of available-for-sale marketable securities of $415.4 million and $30.7 million paid to acquire property and equipment, offset by proceeds from the maturities and sales of available-for-sale marketable securities of $280.8 million and $85.7 million, respectively, and net proceeds from the sale of a non-marketable equity security of $22.8 million.
Current wording
Cash used in investing activities of $56.7 million for the year ended December 31, 2024 consisted of purchases of available-for-sale marketable securities of $415.4 million and $30.7 million paid to acquire property and equipment, offset by proceeds from the maturities and sales of available-for-sale marketable securities of $280.8 million and $85.7 million, respectively, and net proceeds from the sale of a non-marketable equity security of $22.8 million.
Previous wording
Cash used in investing activities of$57.4 million for the year ended December 31, 2023 consisted ofpurchases ofavailable-for-sale marketable securities of $434.2 million and$23.2 million paid to acquire property and equipment, offset by proceeds from sale and maturities of available-for-sale marketable securities of $117.8 million and $175.9 million, respectively, and the sale of our PHY IP group of $106.3 million.
Current wording
Cash used in investing activities of $57.4 million for the year ended December 31, 2023 consisted of purchases of available-for-sale marketable securities of $434.2 million and $23.2 million paid to acquire property and equipment, offset by proceeds from sale and maturities of available-for-sale marketable securities of $117.8 million and $175.9 million, respectively, and the sale of our PHY IP group of $106.3 million.
Showing the first 40 of 57 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current report — wording carried from elsewhere
Cost of contract and other revenue reflects the portion of the total engineering costs which are specifically devoted to individual customer development and support services. Cost of contract and other revenue remained relatively flat for the year ended December 31, 2025 as compared to 2024.
Current report — wording carried from elsewhere
Our effective tax rate for the year ended December 31, 2024 differed from the U.S. statutory rate primarily due to foreign-derived intangible income deductions and the tax effect of stock-based compensation.
Current report — wording carried from elsewhere
We recorded a provision for income taxes of $51.5 million for the year ended December 31, 2025, which was primarily driven by the statutory tax expense for domestic and foreign jurisdictions for 2025, including withholding taxes, offset by tax benefits from excess stock-based compensation deductions, research and development tax credits and foreign tax credits. Our provision for income taxes for the year ended December 31, 2025 includes the impact from the tax legislation, referred to as the One Big Beautiful Bill Act (“OBBBA”), which was enacted in the third quarter of 2025 and is further discussed below. For the year ended December 31, 2025, we paid withholding taxes of $22.0 million.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
•Net cash provided by operating activities of $230.6 million.
Previous report — wording carried elsewhere
Cost of contract and other revenue decreased approximately $2.4 million for the year ended December 31, 2024 as compared to 2023. The decrease was primarily due to lower engineering service costs associated with the contracts and the sale of our PHY IP group in the third quarter of 2023.
Previous report — wording carried elsewhere
Total research and development expenses increased approximately $6.1 million for the year ended December 31, 2024 as compared to 2023. The fluctuation was primarily driven by growth in our research and development initiatives, offset by decreases attributable to the sale of our PHY IP group in the third quarter of 2023. The increase was primarily due to increases in prototyping costs of $4.4 million, allocated facility expenses of $2.5 million, headcount-related expenses of $2.2 million, stock-based compensation expense of $1.5 million, as well as lower engineering costs allocated to cost of revenue of $2.4 million, offset by decreases in software EDA tool subscriptions of $4.9 million, consulting expenses of $0.7 million, retention bonus expense related to acquisitions of $0.7 million and depreciation expenses of $0.5 million.
Previous report — wording carried elsewhere
Total sales, general and administrative costs decreased approximately $4.0 million for the year ended December 31, 2024 as compared to 2023, primarily due to lower rent and facility expenses allocated to sales, general and administrative expense of $3.8 million, stock-based compensation expense of $1.6 million, accounting and audit fees of $1.0 million, and acquisition-related costs (including retention bonus expenses) of $0.8 million, offset by increases in consulting expense of $1.4 million, headcount-related expenses of $1.0 million, and legal expenses of $0.7 million.
Previous report — wording carried elsewhere
Interest expense remained relatively flat for the years ended December 31, 2024, 2023 and 2022.