RAMBUS INC
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
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FY2025 · Filed Feb 18, 2026
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INDEX TO EXHIBITS
| Exhibit Number | Description of Document |
| 3.1(1) | Amended and Restated Certificate of Incorporation of Registrant dated April 27, 2023. |
| 3.2(1) | Amended and Restated Bylaws of Registrant dated April 27, 2023. |
| 4.1(2) | Form of Registrant’s Common Stock Certificate. |
| 4.2(3) | Description of Securities. |
| 10.1(4)* | Form of Indemnification Agreement entered into by Registrant with each of its directors and executive officers. |
| 10.2(5)* | Form of Change of Control Severance Agreement, Agreement entered into by Registrant with each of its named executive officers other than its chief executive officer. |
| 10.3(6)* | 2006 Equity Incentive Plan, as amended. |
| 10.4(6)* | Forms of agreements under the 2006 Equity Incentive Plan, as amended. |
| 10.5(1)* | 2015 Equity Incentive Plan, as amended. |
| 10.6(7)* | Form of Restricted Stock Unit Agreement (2015 Equity Incentive Plan). |
| 10.7(7)* | Form of Stock Option Agreement (2015 Equity Incentive Plan). |
| 10.8(8)* | 2015 Employee Stock Purchase Plan, as amended. |
| 10.9(9)+ | Settlement Agreement, dated January 19, 2010, among Registrant, Samsung Electronics Co., Ltd, Samsung Electronics America, Inc., Samsung Semiconductor, Inc. and Samsung Austin Semiconductor, L.P. |
| 10.10(9)+ | Semiconductor Patent License Agreement, dated January 19, 2010, between Registrant and Samsung Electronics Co., Ltd. |
| 10.11(10)* | Employment Agreement between the Company and Luc Seraphin, dated October 25, 2018. |
| 10.12(10)* | Amended and Restated Change of Control Severance Agreement between the Company and Luc Seraphin, dated October 25, 2018. |
| 10.13(9)+ | Settlement Agreement, dated June 11, 2013, among Registrant, SK hynix and certain SK hynix affiliates. |
| 10.14(9)+ | Semiconductor Patent License Agreement, dated June 11, 2013, between Registrant and SK hynix. |
| 10.15(9)+ | Settlement Agreement, dated December 9, 2013, between Rambus Inc., Micron Technology, Inc. and certain Micron affiliates. |
| 10.16(9)+ | Semiconductor Patent License Agreement, dated December 9, 2013, between Rambus, Inc. and Micron Technology, Inc. |
| 10.17(9)+ | Amendment to Semiconductor Patent License Agreement, dated December 30, 2013, by and between Rambus Inc. and Samsung Electronics Co., Ltd. |
| 10.18(9)+ | Amendment 1 to Semiconductor Patent License Agreement, dated June 17, 2015, by and between Rambus Inc. and SK hynix Inc. |
| 10.19(11) | Lease agreement between Rambus Inc. and 237 North First Street Holdings, LLC, dated July 8, 2019. |
| 10.20(12)* | Offer Letter, dated August 9, 2019, by and between Rambus Inc. and Sean Fan. |
| 10.21(12)* | 2019 Inducement Equity Incentive Plan. |
| 10.22(12)* | Form of Restricted Stock Unit Agreement (2019 Inducement Equity Incentive Plan). |
| 10.23(12)* | Form of Performance Based Restricted Stock Unit Agreement (2019 Inducement Equity Incentive Plan). |
| 10.24(13) | First Amendment to Net Lease Agreement dated April 22, 2020 relating to the New San Jose Headquarters Location between Rambus Inc. and 237 North First Street Holdings, LLC. |
| 10.25(14)+ | Amendment No. 1 to Semiconductor Patent License Agreement, dated September 2, 2020, between Rambus, Inc. and Micron Technology, Inc. |
| 10.26(15)+ | Amendment No. 2, dated December 15, 2020, to the Semiconductor Patent License Agreement between Rambus Inc. and Micron Technology, Inc. |
| 10.27(16)+ | Amendment No. 2, dated October 27, 2022, to the Semiconductor Patent License Agreement, dated January 19, 2010, between Registrant and Samsung Electronics Co., Ltd. |
| 10.28(17)+ | Amendment 2 to Semiconductor Patent License Agreement, dated March 31, 2023, between Registrant and SK hynix. |
| 10.29(9)+ | Amendment 3 to Semiconductor Patent License Agreement, dated December 10, 2024, between Registrant and Micron Technology, Inc. |
| 10.30 | Employment Agreement between the Company and John Allen, dated February 12, 2026. |
| 19.1(9) | Insider Trading Policy. |
| 21.1(9) | Subsidiaries of Registrant. |
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
| Exhibit Number | Description of Document |
| 23.2 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
| 31.1 | Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1† | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2† | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1(9)* | Compensation Recovery Policy, as adopted on July 27, 2023. |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
- Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
- Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).
† The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
(1) Incorporated by reference to the Form 8-K filed on May 2, 2023.
(2) Incorporated by reference to the Form S-1/A (file no. 333-22885) filed on April 24, 1997.
(3) Incorporated by reference to the Form 10-K filed on February 23, 2024.
(4) Incorporated by reference to the Form 10-Q filed on May 7, 2021.
(5) Incorporated by reference to the Form 8-K filed on March 9, 2015.
(6) Incorporated by reference to the Form 8-K filed on April 30, 2014.
(7) Incorporated by reference to the Form 10-Q filed on July 23, 2015.
(8) Incorporated by reference to the Form 8-K filed on May 6, 2020.
(9) Incorporated by reference to the Form 10-K filed on February 24, 2025.
(10) Incorporated by reference to the Form 8-K filed on October 29, 2018.
(11) Incorporated by reference to the Form 10-Q filed on August 2, 2019.
(12) Incorporated by reference to the Form 8-K filed on August 28, 2019.
(13) Incorporated by reference to the Form 10-Q filed on August 7, 2020.
(14) Incorporated by reference to the Form 10-Q filed on November 6, 2020.
(15) Incorporated by reference to the Form 10-K filed on February 26, 2021.
(16) Incorporated by reference to the Form 10-K filed on February 24, 2023.
(17) Incorporated by reference to the Form 10-Q filed on May 5, 2023.
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