[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_101":102},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","v2jvr3hjjy9ot2y3hrmo1a3jc","revision",2,"title","Rambus提交截至2026年9月30日季度的10-Q：第三季度收入2.183亿美元，九个月回购约150万股","originalTitle","RAMBUS INC (0000917273) (Filer)","summary","Rambus提交截至2026年9月30日季度的10-Q。2026年第三季度收入为2.183亿美元、净利润为7,456.5万美元；截至9月30日的九个月收入为6.059亿美元、净利润为2.02028亿美元。","reason","这份10-Q节选包含季度及九个月业绩、现金流和回购信息，并列示客户集中、AI需求与供应链等风险；节选并非整份文件。","source",{"_12":92,"_93":94,"_9":95,"_96":42,"_97":98,"_99":100},"links",{"_89":90,"_78":91},"publishedAt","2026-10-26T20:13:02.000Z","discoveredAt","2026-10-27T01:48:33.343Z","timelineAt","category","ai-products","tags",[84,85,86,87,88],"stockSymbols",[83],"score",61,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","f3o3X4AIIqzA",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","a0c78c2a-18d8-4a23-a51e-8e508e51524a","Rambus公布2026年第三季度业绩",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿特区 20549

表格 10-Q

（勾选一项）

\n \n \n \n \n \n \n \n

\n	\n	\n
☒		根据《1934年证券交易法》第13或15(d)条提交的季度报告

截至以下日期的季度期间：2026年9月30日

或

\n \n \n \n \n \n \n \n

\n	\n	\n
☐		根据《1934年证券交易法》第13或15(d)条提交的过渡报告

过渡期自至

委员会档案编号：000-22339

RAMBUS INC.

（注册人章程中载明的确切名称）

\n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n
特拉华州		94-3112828
（注册成立或组织所在州或其他司法管辖区）		（美国国税局雇主识别号码）

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n
北第一街4453号
100室
圣何塞，加利福尼亚州		95134
（主要行政办公室地址）		（邮政编码）

注册人电话号码（含区号）：

(408) 462-8000

根据本法第12(b)条注册的证券：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n
各类证券名称	交易代码	注册所在交易所名称
普通股，面值$0.001	RMBS	纳斯达克股票市场有限责任公司
		（纳斯达克全球精选市场）

根据本法第12(g)条注册的证券：

无

请勾选表明注册人是否 (1) 已在此前12个月内（或注册人被要求提交此类报告的较短期间内）提交《1934年证券交易法》第13或15(d)条要求提交的所有报告，以及 (2) 在过去90天内一直受此类提交要求约束。是 ☒ 否 ☐

请勾选表明注册人是否已在此前12个月内（或注册人被要求提交此类文件的较短期间内）以电子方式提交根据S-T条例第405条（本章§232.405）要求提交的所有交互式数据文件。是 ☒ 否 ☐

请勾选表明注册人是大型加速申报公司、加速申报公司、非加速申报公司、较小型申报公司还是新兴成长型公司。参见《交易法》规则12b-2中“大型加速申报公司”“加速申报公司”“较小型申报公司”和“新兴成长型公司”的定义。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n
大型加速申报公司	☒		加速申报公司	☐

非加速申报公司	☐		较小型申报公司	☐

新兴成长型公司	☐

如果是新兴成长型公司，请勾选表明注册人是否选择不采用《交易法》第13(a)条规定的、遵守任何新的或修订后的财务会计准则的延长过渡期。 ☐

请勾选说明注册人是否为壳公司（定义见《交易法》Rule 12b-2）。是 ☐ 否 ☒

截至2026年9月30日，注册人面值为每股$0.001的普通股流通股数为107,095,985。

RAMBUS INC.

\n	\n
	页码
关于前瞻性陈述的说明	3
第一部分：财务信息	5
第1项：财务报表（未经审计）：	5
截至2026年9月30日和2025年12月31日的简明合并资产负债表	5
截至2026年和2025年9月30日止三个月和九个月的简明合并收益表	6
截至2026年和2025年9月30日止三个月和九个月的简明合并综合收益表	7
截至2026年和2025年9月30日止三个月和九个月的简明合并股东权益表	8
截至2026年和2025年9月30日止九个月的简明合并现金流量表	10
未经审计的简明合并财务报表附注	11
第2项：管理层对财务状况和经营业绩的讨论与分析	24
第3项：关于市场风险的定量和定性披露	35
第4项：控制与程序	36
第二部分：其他信息	37
第1项：法律诉讼	37
第1A项：风险因素	38
第2项：未注册股权证券的销售及所得款项用途	64
第3项：优先证券违约	64
第4项：矿山安全披露	64
第5项：其他信息	64
第6项：附件	65
签名	66

关于前瞻性陈述的说明

本10-Q表季度报告（“季度报告”）包含《1933年证券法》第27A条和《1934年证券交易法》第21E条所指的前瞻性陈述。这些前瞻性陈述包括但不限于对我们未来以下方面的预测：

•

我们的产品和服务或客户产品在市场上的成功；

•

我们自身及客户对基于AI的解决方案和AI基础设施的需求及采用速度；

•

竞争来源；

•

研发成本及技术改进；

•

收入来源、金额和集中度，包括版税；

•

签订和续签客户协议（包括许可协议）的成功情况；

•

完成工程交付物的时间以及所需工作的变化；

•

增加新客户并维持客户关系的成功情况；

•

从客户处获得订单的成功情况，以及我们准确预测并满足客户需求的能力；

•

进入新市场并在其中实现增长的成功情况；

•

客户出货量、销售价格和产品组合的波动程度；

•

合同及其他收入的变化，具体取决于确认的合同及其他收入变化；

•

研发费用短期或长期增加的影响；

•

产品收入成本短期增加；

•

销售、一般及行政费用的变化；

•

许可条款及许可协议项下应付金额；

•

技术产品开发；

•

对我们产品质量的认知或实际变化；

•

资产剥离、收购、合并或战略交易及相关整合工作；

•

商誉和长期资产减值；

•

客户的定价政策；

•

战略和业务模式的变化，包括扩大产品、软件、服务、发明和解决方案组合，以拓展至存储器、芯片和安全领域的其他市场；

•

商业交易对手财务状况恶化及其履行对我们义务的能力；

•

我们或客户的产品、系统和服务发生安全漏洞或故障对业务的影响；

•

工程、销售、法律、广告、营销、一般及行政费用以及其他费用；

•

产品收入持续增长，尤其是存储器接口芯片销售增长；

•

国际许可、运营和扩张；

•

经济和信贷市场变化对我们行业和业务的影响；

•

自然灾害、气候变化和极端天气事件对供应链的影响；

•

识别、吸引、激励和留住合格人员的能力；

•

政府法规对我们行业和业务的影响；

•

制造、运输和供应合作伙伴，供应链可用性和/或销售及分销渠道；

•

现有及新会计政策中的方法、估计和判断；

•

有效税率，包括近期美国税收立法带来的影响；

•

重组和终止计划；

•

递延所得税资产的实现/递延所得税估值备抵的转回；

•

普通股交易价格；

•

内部控制环境；

•

知识产权（“IP”）保护；

•

未来潜在知识产权诉讼及其他重大诉讼的结果和影响；

•

可能影响知识产权权利执行能力的法律、机构行动和司法裁决变化；

•

政府调查、传票或程序的结果和影响；

•

赔偿和技术支持义务；

•

股票回购计划；

•

发行债务或股权证券，可能涉及限制性契约或稀释现有股东权益；

•

通货膨胀、利率和汇率波动的影响；

•

美国政府对出口（包括对中国出口）的限制所产生的影响；

•

当前及未来全球经济不确定性的影响，包括主要央行政策和全球信贷市场变化；

•

宏观经济状况变化、衰退风险上升及地缘政治问题的影响；以及

•

供应链风险管理。

您可以通过“可能”“未来”“将”“应”“预计”“计划”“预期”“相信”“估计”“预测”“打算”“潜在”“继续”“预计”等词语，或这些词语的否定形式及其他类似术语，识别这些及其他前瞻性陈述。前瞻性陈述还包括上述任何陈述所依据或涉及的假设。

由于多种因素，实际结果可能与这些前瞻性陈述所预期的结果存在重大差异，包括第二部分第1A项“风险因素”中所列因素。本文件所载所有前瞻性陈述均基于我们对目前可获得信息的评估。我们不承担更新任何前瞻性陈述的义务。

第一部分—财务信息

项目 1. 财务报表

RAMBUS INC.

简明合并资产负债表

（未经审计）

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n
（以千为单位，股份和面值除外）		2026年9月30日			2025年12月31日
资产
流动资产：
现金及现金等价物		$	110,531			$	182,826
有价证券			666,376				579,005
应收账款			142,149				137,476
未开票应收款			26,818				25,209
存货			87,235				44,098
预付款及其他流动资产			18,323				20,202
流动资产总额			1,051,432				988,816
无形资产净额			5,711				10,171
商誉			286,812				286,812
不动产及设备净额			107,918				113,051
经营租赁使用权资产			13,702				17,112
递延所得税资产			86,500				105,542
其他资产			6,157				8,041
资产总额		$	1,558,232			$	1,529,545
负债和股东权益
流动负债：
应付账款		$	23,349			$	35,915
应计薪酬及福利			20,372				22,044
递延收入			32,391				29,980
EDA工具软件许可负债			14,795				14,884
经营租赁负债			5,645				6,310
其他流动负债			15,543				11,441
流动负债总额			112,095				120,574
长期经营租赁负债			14,572				18,671
长期EDA工具软件许可负债			9,053				20,908
其他长期负债			4,781				4,967
负债总额			140,501				165,120
承诺和或有事项（附注10、11和15）
股东权益：
可转换优先股，面值$0.001 ：
授权： 5,000,000 股；截至2026年9月30日和2025年12月31日已发行及流通：无股			—				—
普通股，面值$0.001 ：
授权： 500,000,000 股；截至2026年9月30日已发行及流通： 107,095,985 股；截至2025年12月31日已发行及流通：107,781,863 股			107				108
资本公积			1,143,180				1,287,646
留存收益			278,823				76,795
累计其他综合亏损			(4,379	)			(124	)
股东权益总额			1,417,731				1,364,425
负债和股东权益总额		$	1,558,232			$	1,529,545

请参阅未经审计简明合并财务报表附注

RAMBUS INC.

简明合并利润表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至9月30日的三个月			截至9月30日的九个月
（单位：千，股份金额除外）		2026			2025			2026			2025
收入：
产品收入		$	114,315			$	93,342			$	301,471			$	250,976
特许权使用费			76,958				65,120				230,861				207,702
合同及其他收入			27,016				20,051				73,531				58,708
总收入			218,289				178,513				605,863				517,386
收入成本：
产品收入成本			45,458				34,337				118,762				97,338
合同及其他收入成本			753				531				2,659				1,708
收购无形资产摊销			1,164				1,724				4,459				5,158
收入总成本			47,375				36,592				125,880				104,204
毛利			170,914				141,921				479,983				413,182
运营费用：
研发			49,355				49,511				150,683				138,462
销售、一般及行政费用			37,684				29,155				107,616				85,328
重组费用			223				—				3,543				—
运营费用总额			87,262				78,666				261,842				223,790
营业收入			83,652				63,255				218,141				189,392
利息收入及其他收入（费用），净额			7,162				6,327				21,373				16,411
利息费用			(279	)			(294	)			(860	)			(1,053	)
利息及其他收入（费用），净额			6,883				6,033				20,513				15,358
所得税前收入			90,535				69,288				238,654				204,750
所得税费用			15,970				20,911				36,626				38,135
净收入		$	74,565			$	48,377			$	202,028			$	166,615
每股净收入：
基本		$	0.69			$	0.45			$	1.87			$	1.55
摊薄		$	0.69			$	0.44			$	1.84			$	1.53
每股计算所用加权平均股数：
基本			107,644				107,622				108,032				107,483
摊薄			108,788				109,304				109,552				108,962

请参阅未经审计简明合并财务报表附注

RAMBUS INC.

简明合并综合收益表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至9月30日的三个月			截至9月30日的九个月
（单位：千）		2026			2025			2026			2025
净收入		$	74,565			$	48,377			$	202,028			$	166,615
其他综合收益（亏损）：
外币折算调整			(288	)			135				(576	)			660
有价证券未实现收益（亏损），扣除税项后			(1,802	)			443				(3,679	)			416
综合收益总额		$	72,475			$	48,955			$	197,773			$	167,691

请参阅未经审计简明合并财务报表附注

RAMBUS INC.

简明合并股东权益表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至2026年9月30日的三个月
		普通股			额外实缴			留存			累计其他综合
（单位：千）		股数			金额			资本			收益			亏损			总计
截至2026年6月30日的余额			108,462			$	108			$	1,264,582			$	204,258			$	(2,289	)		$	1,466,659
净收入			—				—				—				74,565				—				74,565
外币折算调整			—				—				—				—				(288	)			(288	)
有价证券未实现亏损，扣除税项后			—				—				—				—				(1,802	)			(1,802	)
根据员工股票计划发行的普通股，扣除预扣税款后			51				—				(2,599	)			—				—				(2,599	)
根据股票回购计划回购并注销普通股（含消费税）			(1,417	)			(1	)			(135,924	)			—				—				(135,925	)
股票薪酬			—				—				17,121				—				—				17,121
截至2026年9月30日的余额			107,096			$	107			$	1,143,180			$	278,823			$	(4,379	)		$	1,417,731

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至2025年9月30日的三个月
		普通股			额外实缴			留存收益（累计			累计其他综合
（单位：千）		股数			金额			资本			亏损）			收益（亏损）			总计
截至2025年6月30日的余额			107,594			$	108			$	1,264,056			$	(35,422	)		$	(762	)		$	1,227,980
净收入			—				—				—				48,377				—				48,377
外币折算调整			—				—				—				—				135				135
有价证券未实现收益，扣除税项后			—				—				—				—				443				443
根据员工股票计划发行的普通股，扣除预扣税款后			56				—				(2,643	)			—				—				(2,643	)
股票薪酬			—				—				14,206				—				—				14,206
截至2025年9月30日的余额			107,650			$	108			$	1,275,619			$	12,955			$	(184	)		$	1,288,498

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至2026年9月30日的九个月
		普通股			额外实缴			留存			累计其他综合
（千美元）		股份			金额			资本			收益			亏损			总计
截至2025年12月31日的余额			107,782			$	108			$	1,287,646			$	76,795			$	(124	)		$	1,364,425
净利润			—				—				—				202,028				—				202,028
外币折算调整			—				—				—				—				(576	)			(576	)
可供出售证券未实现亏损，扣除税项后			—				—				—				—				(3,679	)			(3,679	)
根据员工股票计划发行的普通股，扣除预扣税款后			764				—				(50,046	)			—				—				(50,046	)
根据回购计划回购并注销普通股（包括消费税）			(1,450	)			(1	)			(138,880	)			—				—				(138,881	)
基于股票的薪酬			—				—				44,460				—				—				44,460
截至2026年9月30日的余额			107,096			$	107			$	1,143,180			$	278,823			$	(4,379	)		$	1,417,731

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至2025年9月30日的九个月
		普通股			额外实缴			留存收益（累计			累计其他综合
（千美元）		股份			金额			资本			赤字）			收益（亏损）			总计
截至2024年12月31日的余额			106,843			$	107			$	1,275,505			$	(153,660	)		$	(1,260	)		$	1,120,692
净利润			—				—				—				166,615				—				166,615
外币折算调整			—				—				—				—				660				660
可供出售证券未实现收益，扣除税项后			—				—				—				—				416				416
根据员工股票计划发行的普通股，扣除预扣税款后			913				1				(33,898	)			—				—				(33,897	)
根据回购计划回购并注销普通股			(106	)			—				(5,810	)			—				—				(5,810	)
基于股票的薪酬			—				—				39,822				—				—				39,822
截至2025年9月30日的余额			107,650			$	108			$	1,275,619			$	12,955			$	(184	)		$	1,288,498

请参阅未经审计的简明合并财务报表附注

RAMBUS INC.

简明合并现金流量表

（未经审计）

\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至9月30日的九个月，
（千美元）		2026			2025
经营活动产生的现金流量：
净利润		$	202,028			$	166,615
将净利润调节为经营活动提供的净现金的调整项目：
基于股票的薪酬			44,460				39,822
折旧			29,318				25,654
无形资产摊销			4,459				5,158
递延所得税			18,478				22,888
其他			523				1
经营性资产和负债变动：
应收账款			(4,815	)			17,466
未开票应收款			(586	)			66
预付款及其他流动资产			906				(3,595	)
存货			(43,137	)			28
应收所得税			903				(11,944	)
应付账款			(5,995	)			(5,153	)
应计薪资、福利及其他负债			2,575				(6,502	)
应付所得税			(377	)			10,213
递延收入			2,962				3,583
经营租赁负债			(4,764	)			(4,098	)
经营活动提供的净现金			246,938				260,202
投资活动产生的现金流量：
购置物业和设备			(27,307	)			(20,325	)
购买可交易证券			(692,552	)			(498,171	)
出售可交易证券所得款项			123,187				—
可交易证券到期			479,086				287,055
投资活动使用的净现金			(117,586	)			(231,441	)
融资活动产生的现金流量：
根据员工股票计划发行普通股所得款项			5,355				3,743
支付与股权奖励净额结算相关的税款			(55,401	)			(37,640	)
分期付款安排项下的付款			(13,100	)			(10,163	)
回购并注销普通股			(138,308	)			(5,810	)
融资活动使用的净现金			(201,454	)			(49,870	)
汇率变动对现金及现金等价物的影响			(193	)			534
现金及现金等价物净减少			(72,295	)			(20,575	)
期初现金及现金等价物			182,826				99,775
期末现金及现金等价物		$	110,531			$	79,200

非现金投资和融资活动：
计入应付账款及其他负债的已收取及应计不动产和设备		$	520			$	713

请参阅未经审计的简明合并财务报表附注

RAMBUS INC.

未经审计简明合并财务报表附注

1. 列报基础

随附的未经审计简明合并财务报表包括 Rambus Inc.（“Rambus”或“公司”）及其全资子公司的账目。随附的未经审计简明合并财务报表已抵销所有公司间账户和交易。

管理层认为，未经审计的简明合并财务报表包含公允列报所示各中期期间财务状况和经营业绩所需的所有调整（仅包括正常经常性项目及附注中讨论的项目）。中期业绩不一定代表全年业绩。

财务报表编制

未经审计的简明合并财务报表根据证券交易委员会（“SEC”）适用于中期财务信息的规则和条例编制。根据 SEC 规则和条例，本应按照公认会计原则（“GAAP”）编制的财务报表中包含的某些信息和附注披露已在这些中期报表中省略。阅读本 10-Q 表格所载信息时，应结合截至 2025 年 12 月 31 日止年度 10-K 表格中的经审计合并财务报表及其附注。

估计的使用

按照 GAAP 编制财务报表要求管理层作出估计和假设，这些估计和假设会影响财务报表日资产和负债的列报金额以及或有资产和负债的披露金额，也会影响报告期内收入和费用的列报金额。实际结果可能与这些估计存在重大差异。

重新分类

某些上年余额已重新分类，以符合本年度的列报方式。这些重新分类均未对所列报任何期间的净利润或现金流量产生影响。

重要会计政策

Rambus 在公司截至 2025 年 12 月 31 日止年度的 10-K 表格年度报告所载合并财务报表附注 2“重要会计政策摘要”中披露的重要会计政策没有发生重大变化。

2. 最近发布的会计公告

已采纳的最新会计公告

2025年7月，财务会计准则委员会（“FASB”）发布了《会计准则更新》（“ASU”）第2025-05号《金融工具——信用损失（主题326）：应收账款和合同资产的信用损失计量》。该指南为公众商业实体在估计根据主题606核算的交易所产生的流动应收账款和流动合同资产的预期信用损失时，提供了一项实务简便方法。该方法允许实体假设资产负债表日的当前状况在资产剩余存续期内保持不变。该ASU适用于2025年12月15日之后开始的年度报告期间，以及这些年度报告期间内的中期报告期间。本公司于2026年1月1日前瞻性地采用了该指南。采用后，本公司选择实务简便方法，在估计流动应收账款和流动合同资产的预期信用损失时，假设资产负债表日的当前状况在资产剩余存续期内保持不变。采用该指南未对本公司的合并财务报表产生重大影响。

2025年12月，FASB发布了ASU第2025-12号《编纂改进》。该指南对FASB《会计准则编纂》中各主题涉及的问题作出细微澄清和改进。该ASU适用于2026年12月15日之后开始的年度报告期间，以及这些年度期间内的中期报告期间，并允许按具体事项提前采用。本公司选择自2026年1月1日起提前采用“事项10：澄清库存股注销的会计处理方法”，并采用前瞻性处理。该事项澄清了注销库存股时，回购价格超过面值或标示价值的部分所允许采用的会计处理方法。更多信息请参阅附注13“股东权益”及简明合并股东权益表。本公司目前正在评估ASU第2025-12号其余事项对合并财务报表及相关披露的影响。

近期已发布但尚未采用的会计公告

2024年11月，FASB 发布了 ASU 第 2024-03 号《利润表——综合收益报告——费用细分披露（子主题 220-40）：利润表费用细分（“ASU 2024-03”）》。该准则要求上市企业在中期和年度报告期的财务报表附注中披露特定费用类别的更多信息，包括适用情况下计入各利润表费用项目的存货采购、员工薪酬以及折旧和摊销金额。该 ASU 还要求定性说明未以定量方式单独细分的费用项目中剩余金额，并披露销售费用总额，以及年度报告期内该实体对销售费用的定义。该 ASU 对 2026 年 12 月 15 日之后开始的年度报告期及 2027 年 12 月 15 日之后开始的中期报告期生效。允许提前采用。该 ASU 的修订可采用未来适用法或追溯法。公司目前正在评估该 ASU 对其合并财务报表及相关披露的影响。

2025年12月，FASB 发布了 ASU 第 2025-11 号《中期报告（主题 270）：有限范围改进》，该准则澄清了主题 270 的指引，以提高中期财务报告的一致性。该 ASU 提供了一份完整的中期披露要求清单，并引入一项披露原则，要求实体披露自上一年度报告期末以来发生且对实体产生重大影响的事项。该 ASU 对 2027 年 12 月 15 日之后开始的年度报告期及这些年度报告期内的中期报告期生效。允许提前采用。公司目前正在评估该 ASU 对其中期合并财务报表及相关披露的影响。

3. 收入确认

合同余额

合同资产主要与公司的固定费用知识产权（“IP”）许可安排，以及截至 2026 年 9 月 30 日已履行但尚未开票的履约义务对应的收款权利有关。

公司的合同余额如下：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至
（单位：千）		2026年9月30日			2025年12月31日
未开票应收款		$	29,024			$	28,438
递延收入		$	34,797			$	31,601

截至 2026 年 9 月 30 日的九个月内，公司确认了 $25.9 百万美元收入，该收入计入截至 2025 年 12 月 31 日的递延收入。截至 2025 年 9 月 30 日的九个月内，公司确认了 $18.5 百万美元收入，该收入计入截至 2024 年 12 月 31 日的递延收入。

剩余履约义务

分配给剩余履约义务的收入，是指分配给尚未履行或部分未履行的履约义务的交易价格，其中包括未赚取收入以及将在未来期间开票并确认为收入的金额。截至2026年9月30日，已签约但尚未履行的履约义务约为 $42.9 百万美元，公司预计主要将在未来两年内确认。

4. 每股收益

基本每股收益的计算方法是将净利润除以本期加权平均流通普通股数。稀释每股收益的计算方法是将净利润除以本期加权平均普通股数与潜在稀释性证券数之和。潜在稀释性普通股包括限制性股票单位、行使股票期权时可发行的增量普通股，以及根据员工股票购买计划可发行的股份。适用时，未偿股份的稀释影响采用库存股法反映在稀释每股收益中。该方法会考虑员工应支付的金额以及与未来服务相关的未确认股份薪酬。报告净亏损时，计算任何稀释后每股金额均不纳入潜在稀释性普通股。

下表列示了基本和稀释后每股净利润的计算：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至三个月 9月30日			截至九个月 9月30日
（千元，每股金额除外）		2026			2025			2026			2025
每股净利润：
分子：
净利润		$	74,565			$	48,377			$	202,028			$	166,615
分母：
加权平均流通股数——基本			107,644				107,622				108,032				107,483
潜在稀释性普通股的影响			1,144				1,682				1,520				1,479
加权平均流通股数——稀释后			108,788				109,304				109,552				108,962
基本每股净利润		$	0.69			$	0.45			$	1.87			$	1.55
稀释后每股净利润		$	0.69			$	0.44			$	1.84			$	1.53

5. 存货

存货(1)包括以下各项：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至
（千元）		2026年9月30日			2025年12月31日
原材料		$	26,128			$	17,255
在制品			47,854				17,039
产成品			13,253				9,804
合计		$	87,235			$	44,098

(1)

截至2026年9月30日和2025年12月31日，公司在未经审计的简明合并资产负债表中计入的存货准备余额分别约为 $4.4 百万美元和 $8.1 百万美元。

6. 无形资产净额

截至 2026年9月30日和2025年12月31日，公司无形资产的构成如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
				截至2026年9月30日
（千元，使用寿命除外）		使用寿命		账面总额			累计摊销			账面净额
现有技术		3 至 10 年		$	282,540			$	(276,829	)		$	5,711
客户合同和合同关系		0.5 至 10 年			37,496				(37,496	)			—
竞业禁止协议和商标		3 年			300				(300	)			—
无形资产总额				$	320,336			$	(314,625	)		$	5,711

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
				截至2025年12月31日
（单位：千美元，使用寿命除外）		使用寿命		账面总额原值			累计摊销			账面净额
现有技术		3 至 10 年		$	287,301			$	(277,130	)		$	10,171
客户合同和合同关系		0.5 至 10 年			37,496				(37,496	)			—
竞业禁止协议和商标		3 年			300				(300	)			—
无形资产总额				$	325,097			$	(314,926	)		$	10,171

截至2026年9月30日的三个月和九个月，无形资产摊销费用分别为 $1.2 百万和 $4.5 百万。截至2025年9月30日的三个月和九个月，无形资产摊销费用分别为 $1.7 百万和 $5.2 百万。

截至2026年9月30日，无形资产的预计未来摊销额如下（单位：千美元）：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n
截至12月31日的年度：		金额
2026年（剩余三个月）		$	1,065
2027			1,933
2028			1,480
2029			1,233
无形资产总额		$	5,711

7. 分部报告、风险集中度及收入分类

分部报告

公司认定其首席执行官为首席运营决策者（“CODM”）。CODM审阅以合并口径呈列的财务信息，并使用净利润评估分部业绩、分配资源和管理业务。据此，公司认定其拥有单一

经营分部和可报告分部。该分部的重要费用不包括某些非现金调整和非经常性项目，用于监控预算与实际结果的差异并分析期间比较情况。

定期提供给CODM的重要费用以及与截至2026年和2025年9月30日的三个月和九个月合并净利润的调节如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至9月30日的三个月			截至9月30日的九个月
（单位：千美元）		2026			2025			2026			2025
总收入		$	218,289			$	178,513			$	605,863			$	517,386
调整后收入成本(1)			(46,026	)			(34,688	)			(120,909	)			(98,477	)
调整后研发费用(2)			(43,173	)			(44,477	)			(133,184	)			(123,457	)
调整后销售、一般及行政费用(3)			(26,852	)			(20,163	)			(80,255	)			(60,975	)
其他分部项目：
股份薪酬费用(4)			(17,121	)			(14,206	)			(44,460	)			(39,822	)
收购无形资产摊销(4)			(1,164	)			(1,724	)			(4,459	)			(5,158	)
重组费用(6)			(223	)			—				(3,543	)			—
收购相关成本(5)			—				—				—				(105	)
利息及其他收入（费用），净额			6,883				6,033				20,513				15,358
其他(6)			(78	)			—				(912	)			—
所得税准备金			(15,970	)			(20,911	)			(36,626	)			(38,135	)
净利润		$	74,565			$	48,377			$	202,028			$	166,615

(1)

不包括股票薪酬费用和收购相关无形资产摊销。

(2)

不包括股票薪酬费用和与收购相关的留任奖金费用。

(3)

不包括股票薪酬费用、设施关闭成本和与收购相关的留任奖金费用。

(4)

公司将这些费用从调整后收入成本和运营费用中剔除，主要是因为这些费用属于非现金费用，公司认为它们不能反映持续经营业绩。

(5)

公司剔除这些费用，以提高各期间的可比性，因为这些费用与收购有关，且与公司的持续经营业绩没有直接关联。

(6)

包括重组费用、已放弃的经营租赁、设施修复成本以及某些其他一次性调整。公司剔除这些项目，因为它们不能反映持续经营业绩。

以下列示了公司截至2026年和2025年9月30日止三个月和九个月的研发费用以及销售、一般及管理费用中的重大费用，如上所示。

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至9月30日止三个月			截至9月30日止九个月
（单位：千）		2026			2025			2026			2025
薪酬和福利		$	40,953			$	38,866			$	127,237			$	115,706
专业费用			10,418				5,096				28,826				14,756
可变研发费用 (1)			6,812				8,780				20,808				18,943
临时劳务服务和咨询费用			3,080				3,063				9,622				9,230
设施成本			3,061				3,174				9,100				9,394
摊销和折旧			3,049				3,035				9,083				8,826
其他费用			2,652				2,626				8,763				7,577
调整后运营费用总额		$	70,025			$	64,640			$	213,439			$	184,432

(1)

主要包括软件工具、软件许可和原型制作成本。

分部资产的计量依据公司未经审计的简明合并资产负债表中列报的合并资产总额。

风险集中度

截至2026年9月30日和2025年12月31日，占应收账款总额10%或以上的公司主要客户的应收账款如下：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至
客户		2026年9月30日			2025年12月31日
客户1			32	%			22	%
客户2			27	%			35	%

截至2026年和2025年9月30日止三个月和九个月，占收入总额10%或以上的公司主要客户收入如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至三个月 9月30日			截至九个月 9月30日
客户		2026			2025			2026			2025
客户A			18	%			25	%			23	%			23	%
客户B			24	%			17	%			18	%			18	%
客户C			10	%		*			*			*

* 该客户在该期间占收入总额不足10%。

分类收入

按签约方所在地划分的各地理区域客户收入如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至三个月 9月30日			截至九个月 9月30日
（单位：千）		2026			2025			2026			2025
韩国		$	79,447			$	91,712			$	259,618			$	238,543
新加坡			47,403				37,561				110,931				127,328
美国			39,214				26,508				99,552				87,630
中国			24,101				11,370				51,669				21,764
其他			28,124				11,362				84,093				42,121
总计		$	218,289			$	178,513			$	605,863			$	517,386

8. 有价证券

Rambus 将其超额现金及现金等价物主要投资于美国政府机构债务、非美国政府机构债务、公司债券、商业票据和本票、定期存款以及到期日不超过三年的货币市场基金。

所有现金等价物和有价证券均归类为可供出售。现金、现金等价物和有价证券总额汇总如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至 2026 年 9 月 30 日
（单位：千）		公允价值			摊销成本			未实现收益总额			未实现损失总额
现金		$	75,514			$	75,514			$	—			$	—
现金等价物：
货币市场基金			19,442				19,442				—				—
美国政府债券和票据			9,000				9,000				—				—
公司债券、商业票据和本票			6,575				6,578				—				(3	)
现金等价物总额			35,017				35,020				—				(3	)
现金和现金等价物总额			110,531				110,534				—				(3	)
有价证券：
定期存款			18,200				18,200				—				—
美国政府债券和票据			147,615				149,084				—				(1,469	)
非美国政府债券和票据			7,841				7,884				—				(43	)
公司债券、商业票据和本票			492,720				494,493				1				(1,774	)
有价证券总额			666,376				669,661				1				(3,286	)
现金、现金等价物和有价证券总额		$	776,907			$	780,195			$	1			$	(3,289	)

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至 2025 年 12 月 31 日
（单位：千）		公允价值			摊销成本			未实现收益总额			未实现损失总额
现金		$	67,833			$	67,833			$	—			$	—
现金等价物：
货币市场基金			47,277				47,277				—				—
美国政府债券和票据			16,936				16,932				4				—
公司债券、商业票据和本票			50,780				50,780				3				(3	)
现金等价物总额			114,993				114,989				7				(3	)
现金和现金等价物总额			182,826				182,822				7				(3	)
有价证券：
定期存款			15,540				15,540				—				—
美国政府债券和票据			161,361				161,231				180				(50	)
非美国政府债券和票据			3,983				3,980				3				—
公司债券、商业票据和本票			398,121				397,755				429				(63	)
有价证券总额			579,005				578,506				612				(113	)
现金、现金等价物和有价证券总额		$	761,831			$	761,328			$	619			$	(116	)

可供出售证券在资产负债表中按公允价值列报，并与现金一并分类如下：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至
（单位：千）		2026 年 9 月 30 日			2025 年 12 月 31 日
现金		$	75,514			$	67,833
现金等价物			35,017				114,993
现金和现金等价物总额			110,531				182,826
有价证券			666,376				579,005
现金、现金等价物和有价证券总额		$	776,907			$	761,831

公司继续投资于高评级、高流动性的债务证券。公司持有的所有有价证券均为可供出售证券，按市价计量，并定期审查投资组合，以确保遵守投资政策，并监控各项投资的风险分析、适当估值及减值情况。

截至2026 年 9 月 30 日和 2025 年 12 月 31 日，按证券持续处于未实现亏损状态的时长分类的现金等价物和有价证券的估计公允价值及未实现亏损总额如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		公允价值			未实现亏损总额
（单位：千）		2026 年 9 月 30 日			2025 年 12 月 31 日			2026 年 9 月 30 日			2025 年 12 月 31 日
少于 12 个月
美国政府债券和票据		$	144,429			$	38,473			$	(1,450	)		$	(48	)
非美国政府债券和票据			7,841				—				(43	)			—
公司债券、商业票据和票据			494,804				88,597				(1,777	)			(65	)
连续处于未实现亏损状态且不足 12 个月的现金等价物和有价证券总额			647,074				127,070				(3,270	)			(113	)
12 个月或以上
美国政府债券和票据			3,186				1,692				(19	)			(2	)
公司债券、商业票据和票据			—				1,660				—				(1	)
连续处于未实现亏损状态且达 12 个月或以上的有价证券总额			3,186				3,352				(19	)			(3	)
连续处于未实现亏损状态的现金等价物和有价证券总额		$	650,260			$	130,422			$	(3,289	)		$	(116	)

截至 September 30, 2026 和 December 31, 2025 的未实现亏损总额，相对于公司的可供出售投资组合总额并不重大。未实现亏损总额主要归因于市场状况，以及对美国政府支持债务和公司债券、商业票据和票据的需求和期限。公司合理认为，出售这些投资的可能性不大，并且能够收回这些投资的摊余成本。公司未发现其投资组合存在因信用损失而减值的证据。因此，这些未实现亏损计入其他综合收益（亏损）。公司无法保证其现金、现金等价物和有价证券组合不会受到金融市场不利状况的影响；此类状况可能导致公司未来计提信用损失减值费用，从而对其财务业绩产生不利影响。

现金等价物（不包括无到期日的货币市场基金）和有价证券的合同到期日概述如下：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n
（千美元）		September 30, 2026
一年内到期		$	532,130
一年至三年内到期			149,821
总计		$	681,951

有关公司现金等价物和有价证券公允价值的讨论，请参阅附注 9“金融工具公允价值”。

9. 金融工具公允价值

下表列示按公允价值计量的金融工具，并汇总截至 September 30, 2026 和 December 31, 2025 按各定价层级划分的估值：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至 September 30, 2026
（千美元）		总计			活跃市场中的报价市场价格（第 1 级）			重大其他可观察输入值（第 2 级）			重大不可观察输入值（第 3 级）
按公允价值计量的资产
货币市场基金		$	19,442			$	19,442			$	—			$	—
定期存款			18,200				—				18,200				—
美国政府债券和票据			156,615				—				156,615				—
非美国政府债券和票据			7,841				—				7,841				—
公司债券、商业票据和票据			499,295				—				499,295				—
按公允价值计量的资产总额		$	701,393			$	19,442			$	681,951			$	—

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至 December 31, 2025
（千美元）		总计			活跃市场中的报价市场价格（第 1 级）			重大其他可观察输入值（第 2 级）			重大不可观察输入值（第 3 级）
按公允价值计量的资产
货币市场基金		$	47,277			$	47,277			$	—			$	—
定期存款			15,540				—				15,540				—
美国政府债券和票据			178,297				—				178,297				—
非美国政府债券和票据			3,983				—				3,983				—
公司债券、商业票据和票据			448,901				—				448,901				—
按公允价值计量的资产总额		$	693,998			$	47,277			$	646,721			$	—

公司会对投资进行减值监测，并在必要时对账面价值作出适当减记。在截至2026年和2025年9月30日的九个月内，公司未对其投资计提信用损失准备。

在截至2026年和2025年9月30日的九个月内，金融工具未在不同公允价值类别之间转移。

10. 租赁

公司在美国国内及国际市场租赁办公场所，采用经营租赁。公司租赁的剩余租期通常为一年至六年。经营租赁计入公司未经审计的简明合并资产负债表中的经营租赁使用权（“ROU”）资产、经营租赁负债和长期经营租赁负债。公司没有任何融资租赁。

下表将前五年的未折现现金流及其后各年的合计数，与截至2026年9月30日未经审计的简明合并资产负债表中记录的经营租赁负债进行调节（单位：千美元）：

\n	\n	\n	\n	\n
截至12月31日的年度		金额
2026年（剩余三个月）		$	1,841
2027			5,967
2028			4,864
2029			4,871
2030			4,232
此后			687
最低租赁付款总额			22,462
减：代表利息的租赁付款金额			(2,245	)
未来最低租赁付款现值			20,217
减：租赁项下的流动义务			(5,645	)
长期租赁义务		$	14,572

截至2026年9月30日，公司经营租赁的加权平均剩余租期为4.0年，用于确定公司经营租赁现值的加权平均折现率为7.5%。

计入未经审计的简明合并收益表中研发费用及销售、一般和行政费用的经营租赁成本，在截至2026年和2025年9月30日的三个月内均为$1.5百万美元。计入未经审计的简明合并收益表中研发费用及销售、一般和行政费用的经营租赁成本，在截至2026年和2025年9月30日的九个月内分别为$4.5百万美元和$4.4百万美元。

计入经营租赁负债计量金额的现金支付，在截至2026年和2025年9月30日的九个月内分别为$5.5百万美元和$5.4百万美元。

11. 承诺和或有事项

截至2026年9月30日，公司的重大合同义务如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
（单位：千美元）		总计		2026年剩余期间		2027		2028		2029		2030		此后
合同义务 (1) (2)
软件许可 (3)		$28,225		$3,355		$16,703		$7,246		$307		$307		$307
其他合同义务		34		34		—		—		—		—		—
总计		$28,259		$3,389		$16,703		$7,246		$307		$307		$307

(1)

上表未反映与未确认税收优惠相关的潜在付款，金额约为 $26.7 million，其中包括截至 September 30, 2026 记录为长期递延所得税资产减项的 $25.6 million，以及长期应付所得税 $1.1 million。

(2)

有关截至 September 30, 2026 的公司租赁承诺，请参阅附注 10“租赁”。

(3)

公司与多家软件供应商签有承诺，相关协议的期限通常超过一年。

公司不时向某些客户提供赔偿，这是开展业务所必需的。若客户因任何专利、版权或其他知识产权侵权，或因任何第三方针对公司提出的、由适用协议引起的其他索赔而遭受或蒙受损失，赔偿范围将涵盖这些损失。公司通常会尝试将其根据这些协议可能承担的最高赔偿金额限制在公司已收取的费用金额内，但并非总能做到。截至 September 30, 2026 和 December 31, 2025，负债公允价值并不重大。

12. 股权激励计划和股票薪酬

公司计划下可供授予的股份摘要如下：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n
		可供授予的股份数量
截至 December 31, 2025 可供授予的股份总数			9,733,628
授予的未归属股权股票和股票单位 (1)(2)			(1,032,461	)
没收的未归属股权股票和股票单位 (1)			556,603
截至 September 30, 2026 可供授予的股份总数			9,257,770

(1)

为确定 2015 年股权激励计划下相对于授权股份上限的可供授予股份数量，每个于 April 27, 2023 之前授予的限制性股票单位会使可供授予股份数量减少 1.5 股；每个被没收的限制性股票单位会使可供授予股份数量增加 1.5 股。每个于 April 27, 2023 当日或之后授予的限制性股票单位会使可供授予股份数量减少 1.0 股；每个被没收的限制性股票单位会使可供授予股份数量增加 1.0 股。

(2)

该金额包括约 0.1 million 股，这些股份已预留用于可能在未来发行，涉及 2026 年第二季度授予的某些绩效单位奖励，详见下文标题为“未归属股权股票和股票单位”的部分。

员工股票购买计划

根据2015年员工股票购买计划（“2015 ESPP”），截至2026年和2025年9月30日的九个月内，公司分别以每股$89.90和$40.76的价格发行了57,640股和91,827股。截至2026年9月30日，2015 ESPP项下仍有约2.0百万股可供发行。

股票薪酬

截至2026年和2025年9月30日的九个月内，公司维持了涵盖多种潜在股权授予的股票计划，包括股票期权、未归属股权股票及股权股票单位，以及基于业绩的工具。此外，公司赞助2015 ESPP，根据该计划，符合条件的员工可通过有限的工资扣款，每半年按特定日期普通股公允市场价值的15%折扣购买普通股。

未经审计的简明合并收益表中记录的股票薪酬费用如下：

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		截至9月30日的三个月			截至9月30日的九个月
（千美元）		2026			2025			2026			2025
收入成本		$	185			$	180			$	512			$	569
研发			6,182				5,034				17,499				14,942
销售、一般及行政			10,754				8,992				26,449				24,311
合计		$	17,121			$	14,206			$	44,460			$	39,822

未归属股权股票及股票单位

公司向高管、员工和董事授予未归属股权股票单位。这些奖励附有服务条件，通常服务期为四年；但授予董事的奖励除外，其服务期为一年。公司还向部分公司高管授予业绩单位奖励，其归属取决于达到某些业绩和/或市场条件。根据适用期间相对于目标的业绩，最终可获得的业绩单位数量可为目标数量的0%至200%。已赚取的股份将在授予日的第三或第四个周年日归属。公司可供授予的股份数量已相应扣减，以反映按最高支付目标可能获得的股份。

截至2026年9月30日，与所有未归属股权股票授予相关的未确认股票薪酬（扣除预计没收）约为$125.4百万。预计将在加权平均2.3年的期间内确认该金额。

下表列示截至2026年9月30日的九个月内未归属股权股票及股票单位的相关变动：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n
未归属股权股票及股票单位		股份数			加权平均授予日公允价值
截至2025年12月31日未归属			2,881,829			$	51.91
已授予			900,550			$	108.38
已归属			(1,066,134	)		$	47.66
已没收			(303,710	)		$	56.88
截至2026年9月30日未归属			2,412,535			$	74.25

13. 股东权益

股份回购计划

2020年10月29日，公司董事会（以下简称“董事会”）批准了一项股份回购计划，授权回购总计不超过 20.0 百万股（以下简称“2020年回购计划”）。根据2020年回购计划进行的股份回购，可通过公开市场、既定计划或私下协商交易的方式进行，并遵守所有适用的证券法律、规则和法规。2020年回购计划没有适用的到期日。

During the nine months ended September 30, 2026, the Company repurchased shares of its common stock under multiple repurchase arrangements as part of the 2020 Repurchase Program, including a $100.0 million accelerated share repurchase program and two share repurchase plans. The Company repurchased approximately 1.5 million shares for $138.9 million during the nine-month period, of which approximately 1.4 million shares for $135.9 million were repurchased during the three months ended September 30, 2026. These amounts include taxes and fees. All repurchased shares were retired and recorded as a reduction to stockholders’ equity.

During the nine months ended September 30, 2025, the Company repurchased 0.1 million shares for approximately $5.8 million under the 2020 Repurchase Program, which were retired and recorded as a reduction to stockholders’ equity.

As of September 30, 2026, there remained an outstanding authorization to repurchase approximately 4.1 million shares of the Company’s outstanding common stock under the 2020 Repurchase Program.

The Company records share repurchases as a reduction to stockholders' equity. Effective January 1, 2026, upon adoption of ASU No. 2025-12, Issue 10, the Company records the excess of the repurchase price over par or stated value of the repurchased shares entirely as a deduction from additional paid-in capital, provided that additional paid-in capital does not become negative. See Note 2, \"Recent Accounting Pronouncements,\" for further information.

On September 10, 2026, the Company entered into a new repurchase plan. The plan became effective on October 1, 2026, and expires on September 30, 2027, with provisions to terminate sooner.

14. Income Taxes

The Company recorded a provision for income taxes of $16.0 million and $20.9 million for the three months ended September 30, 2026 and 2025, respectively, and a provision for income taxes of $36.6 million and $38.1 million for the nine months ended September 30, 2026 and 2025, respectively. The provisions for income taxes for the three and nine months ended September 30, 2026 and 2025 were primarily driven by the statutory tax expense for domestic and foreign jurisdictions for the respective fiscal years, offset by tax benefits from excess stock-based compensation deductions.

During the three months ended September 30, 2026 and 2025, the Company paid foreign withholding taxes of $6.1 million and $5.1 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company paid foreign withholding taxes of $17.0 million and $16.1 million, respectively.

As of December 31, 2025, the Company had $108.0 million of unrecognized tax benefits, before interest accrual, including $24.3 million recorded as a reduction of long-term deferred tax assets, $82.7 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea, and $1.0 million recorded to long-term income taxes payable.

As of September 30, 2026, the Company had approximately $26.4 million of unrecognized tax benefits, before interest accrual, including $25.6 million recorded as a reduction of long-term deferred tax assets, and $0.8 million recorded to long-term income taxes payable. In the third quarter of 2026, the Company withdrew its outstanding refund claims for South Korean withholding taxes totaling $82.7 million. The Company had previously recorded an uncertain tax position reserve against the receivable for these refund claims, as such, there was no impact to the Company’s Unaudited Condensed Consolidated Financial Statements as of September 30, 2026.

In the third quarter of 2025, the United States enacted federal tax legislation commonly referred to as the One Big Beautiful Bill Act (“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 the Company’s income tax expense in 2025, primarily related to changes in the taxation of profits derived from foreign operations and, more specifically, the foreign-derived intangible income deduction. The Company’s income tax expense and effective tax rate for the nine months ended September 30, 2026 decreased as compared to the same period in 2025, primarily due to the impact of OBBBA, which was in effect throughout all periods presented.

15. Litigation and Loss Contingency

Rambus is not currently a party to any material pending legal proceeding; however, from time to time, Rambus may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business, operating results, financial position or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management attention and resources and other factors.

The Company records a liability for loss contingencies when a loss is probable and reasonably estimable.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 as described in more detail under “Note Regarding Forward-Looking Statements.” Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks, uncertainties and changes in condition, significance, value and effect. As a result of the factors described herein, and in the documents incorporated herein by reference, including, in particular, those factors described under “Risk Factors,” we undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this report with the Securities and Exchange Commission.

The following discussion and analysis should be read in conjunction with (1) our Unaudited Condensed Consolidated Financial Statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q, and (2) our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended December 31, 2025 included in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 18, 2026.

Rambus is a trademark of Rambus Inc. Other trademarks that may be mentioned in this quarterly report on Form 10-Q are the property of their respective owners.

Business Overview

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.

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.

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.

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. Technologies initially developed for server applications are increasingly being adopted in client devices, including AI personal computers (“PCs”).

Our strategic objectives include focusing our product portfolio and research investments on our core strength in semiconductor technologies, improving operational efficiency and reinvesting cash generation to support growth. We continue to maximize synergies across our businesses and customer base, leveraging the significant overlap in our ecosystem of customers, partners and other industry participants. Our product and technology roadmap, as well as our go-to-market strategy, are driven by the application-specific requirements of our focus markets.

Executive Summary

Our third quarter 2026 results reflected increased demand for our memory interface chips, growth in Silicon IP revenue and higher royalties revenue compared with the prior-year period.

Key third quarter 2026 financial results included:

•

Revenue of $218.3 million;

•

Operating expenses of $87.3 million;

•

Diluted net income per share of $0.69; and

•

Net cash provided by operating activities of $102.5 million.

Operational Highlights

Revenue Sources

Our consolidated revenue is comprised of product revenue, royalties revenue and contract and other revenue.

Product revenue consists primarily of revenue from the sale of memory interface chips sold to major DRAM manufacturers, including Micron, Samsung and SK hynix, and directly to system manufacturers and cloud providers, for integration into server and client memory modules. Product revenue accounted for 52% and 50% of our consolidated revenue for the three and nine months ended September 30, 2026, respectively, as compared to 52% and 49% for the three and nine months ended September 30, 2025, respectively.

Royalties revenue is derived in part from our patent licenses and in part from our Silicon IP technology licenses. Our licenses enable our customers to use a portion of our intellectual property portfolio in their own digital electronics products. The licenses vary in duration from single use 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, Sandisk, Silicon Motion, SK hynix, Socionext, STMicroelectronics, Toshiba and Winbond have licensed our patents. Our Silicon IP technology licensees include a broad set of companies, ranging from well-established to leading startup semiconductor companies. The vast majority of our intellectual property originates 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 35% and 38% of our consolidated revenue for the three and nine months ended September 30, 2026, respectively, as compared to 37% and 40% for the three and nine months ended September 30, 2025, respectively.

Contract and other revenue consists primarily of Silicon IP technology development projects related to our high-speed interface and security IP. Revenue sources under contract and other revenue 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 13% and 12% of our consolidated revenue for the three and nine months ended September 30, 2026, respectively, as compared to 11% for both the three and nine months ended September 30, 2025.

Costs and Expenses

Cost of product revenue mainly includes costs attributable to the sale of memory interface chip products. Cost of product revenue increased approximately $11.2 million and $21.5 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily due to additional inventory and production costs to support higher sales volumes of our memory interface chips.

Cost of contract and other revenue reflects the portion of the total engineering costs that is specifically devoted to individual customer development and support services. Cost of contract and other revenue increased $0.3 million and $1.0 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily due to higher costs of engineering services associated with the contracts.

Total research and development expenses for the three months ended September 30, 2026 are consistent with amounts from the same period in 2025, decreasing by approximately $0.1 million. The slight decrease was primarily due to a $1.9 million reduction in prototyping costs, partially offset by increases of $1.2 million in stock-based compensation expenses and $1.0 million in payroll-related expenses. Total research and development expenses for the nine months ended September 30, 2026 increased approximately $12.2 million as compared to the same period in 2025. The increase was primarily driven by continued investment in our research and development initiatives and reflected higher payroll-related expenses of $7.2 million, stock-based compensation expenses of $2.6 million, depreciation expense of $1.8 million and prototyping costs of $0.8 million, partially offset by decreases in other research and development expenses.

Total sales, general and administrative expenses for the three months ended September 30, 2026 increased approximately $8.5 million as compared to the same period in 2025, primarily due to increases in professional fees of $5.2 million, stock-based compensation expenses of $1.8 million and payroll-related expenses of $1.1 million. Total sales, general and administrative expenses for the nine months ended September 30, 2026 increased approximately $22.3 million as compared to the same period in 2025, primarily due to increases in professional fees of $14.0 million, payroll-related expenses of $4.6 million and stock-based compensation expenses of $2.1 million.

Intellectual Property

As of September 30, 2026, our semiconductor, security and other technologies are covered by 2,007 U.S. and foreign patents. Additionally, we have 478 patent applications pending in various countries. Some of the patents and pending patent applications are derived from a common parent patent application or are foreign counterpart patent applications. We file applications for and obtain patents in the United States and in selected foreign countries where we believe filing for such protection is appropriate and would further our overall business strategy and objectives. In some instances, obtaining appropriate levels of protection may involve prosecuting continuation and counterpart patent applications based on a common parent application. We believe our patented innovations provide our customers with the ability to achieve improved performance, lower risk, greater cost-effectiveness, and other benefits in their products and services.

Trends

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.

We have a high degree of revenue concentration. Our top five customers represented approximately 64% and 63% of our consolidated revenue for the three and nine months ended September 30, 2026, respectively, as compared to 67% for both the three and nine months ended September 30, 2025. The level of concentration and particular customers comprising this concentration have varied and may continue to vary due to changes in demand for our semiconductor products, the timing of new contracts and contract renewals or expirations, industry consolidation and changes in the volumes and prices of products sold by our customers.

Our revenue from companies headquartered outside of the United States accounted for approximately 82% and 84% of our consolidated revenue for the three and nine months ended September 30, 2026, respectively, as compared to 85% and 83% for the three and nine months ended September 30, 2025, respectively. 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 Unaudited Condensed Consolidated Financial Statements of this Form 10-Q.

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.

As a part of our overall business strategy, from time to time 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 evaluating potential strategic acquisitions or divestitures, which, if completed, could impact our business and operating results.

Results of Operations

The following table sets forth, for the periods indicated, the percentage of total revenue represented by certain items reflected on our Unaudited Condensed Consolidated Statements of Income:

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three Months Ended September 30,			Nine Months Ended September 30,
		2026			2025			2026			2025
Revenue:
Product revenue			52.4	%			52.3	%			49.8	%			48.6	%
Royalties			35.2	%			36.5	%			38.1	%			40.1	%
Contract and other revenue			12.4	%			11.2	%			12.1	%			11.3	%
Total revenue			100.0	%			100.0	%			100.0	%			100.0	%
Cost of revenue:
Cost of product revenue			20.8	%			19.2	%			19.6	%			18.8	%
Cost of contract and other revenue			0.4	%			0.3	%			0.4	%			0.3	%
Amortization of acquired intangible assets			0.5	%			1.0	%			0.7	%			1.0	%
Total cost of revenue			21.7	%			20.5	%			20.7	%			20.1	%
Gross profit			78.3	%			79.5	%			79.3	%			79.9	%
Operating expenses:
Research and development			22.6	%			27.7	%			24.9	%			26.8	%
Sales, general and administrative			17.3	%			16.3	%			17.8	%			16.5	%
Restructuring charges			0.1	%			—	%			0.6	%			—	%
Total operating expenses			40.0	%			44.0	%			43.3	%			43.3	%
Operating income			38.3	%			35.5	%			36.0	%			36.6	%
Interest income and other income (expense), net			3.3	%			3.5	%			3.5	%			3.2	%
Interest expense			(0.1	)%			(0.2	)%			(0.1	)%			(0.2	)%
Interest and other income (expense), net			3.2	%			3.3	%			3.4	%			3.0	%
Income before income taxes			41.5	%			38.8	%			39.4	%			39.6	%
Provision for income taxes			7.3	%			11.7	%			6.0	%			7.4	%
Net income			34.2	%			27.1	%			33.4	%			32.2	%

Revenue

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three Months Ended September 30,			Change in			Nine Months Ended September 30,			Change in
(Dollars in millions)		2026			2025			Percentage			2026			2025			Percentage
Revenue:
Product revenue		$	114.3			$	93.3				22.5	%		$	301.5			$	251.0				20.1	%
Royalties			77.0				65.1				18.2	%			230.9				207.7				11.2	%
Contract and other revenue			27.0				20.1				34.7	%			73.5				58.7				25.2	%
Total revenue		$	218.3			$	178.5				22.3	%		$	605.9			$	517.4				17.1	%

Product Revenue

Product revenue consists primarily of revenue from the sale of memory products. Product revenue increased approximately $21.0 million and $50.5 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increases were due to higher sales of memory interface chips, as well as contributions from new products.

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.

Royalties

Royalties revenue, which includes patent and technology license royalties, increased approximately $11.9 million and $23.2 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily due to the timing and structure of license agreements and renewals.

We are continuously in negotiations for licenses with prospective customers. We expect that 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.

Contract and Other Revenue

Contract and other revenue consists of revenue from technology development projects. Contract and other revenue increased approximately $6.9 million and $14.8 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increases were due to higher revenue associated with our Silicon IP offerings.

We believe that contract and other revenue will fluctuate over time based on our ongoing technology development contractual requirements, the amount of work performed, the timing of completing engineering deliverables and the changes to work required, as well as new technology development contracts booked in the future.

Cost of Product Revenue

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Three Months Ended
September 30,

Change in

Nine Months Ended
September 30,

Change in

(Dollars in millions)

2026

2025

Percentage

2026

2025

Percentage

Cost of product revenue

45.5

34.3

32.4

118.8

97.3

22.0

In the near term, we expect costs of product revenue to fluctuate due to changes in sales volume and product mix.

Cost of Contract and Other Revenue

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Three Months Ended
September 30,

Change in

Nine Months Ended
September 30,

Change in

(Dollars in millions)

2026

2025

Percentage

2026

2025

Percentage

Cost of contract and other revenue

0.8

0.5

41.8

2.7

1.7

55.7

Cost of contract and other revenue reflects the portion of the total engineering costs that is specifically devoted to individual customer development and support services. Cost of contract and other revenue increased approximately $0.3 million and $1.0 million for the three and nine months ended September 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily due to higher costs of engineering services associated with the contracts.

In the near term, we expect costs of contract and other revenue to vary from period to period based on varying revenue recognized from contract and other revenue.

Research and Development Expenses

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three Months Ended September 30,			Change in			Nine Months Ended September 30,			Change in
(Dollars in millions)		2026			2025			Percentage			2026			2025			Percentage
Research and development expenses:
Research and development expenses, excluding stock-based compensation		$	43.2			$	44.5				(2.9	)%		$	133.2			$	123.6				7.8	%
Stock-based compensation			6.2				5.0				22.8	%			17.5				14.9				17.1	%
Total research and development expenses		$	49.4			$	49.5				(0.3	)%		$	150.7			$	138.5				8.8	%

Research and development expenses consist primarily of personnel-related costs, stock-based compensation, prototyping costs, depreciation and other costs associated with developing our products and technologies.

Total research and development expenses for the nine months ended September 30, 2026 increased approximately $12.2 million as compared to the same period in 2025. The increase was primarily driven by continued investment in our research and development initiatives and reflected higher payroll-related expenses of $7.2 million, stock-based compensation expenses of $2.6 million, depreciation expense of $1.8 million and prototyping costs of $0.8 million, partially offset by decreases in other research and development expenses.

We expect to continue investing in the infrastructure and technologies required to develop our semiconductor products and intellectual property.

Sales, General and Administrative Expenses

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		Three Months Ended September 30,			Change in			Nine Months Ended September 30,			Change in
(Dollars in millions)		2026			2025			Percentage			2026			2025			Percentage
Sales, general and administrative expenses:
Sales, general and administrative expenses, excluding stock-based compensation		$	26.9			$	20.2				33.6	%		$	81.2			$	61.0				33.0	%
Stock-based compensation			10.8				9.0				19.6	%			26.4				24.3				8.8	%
Total sales, general and administrative expenses		$	37.7			$	29.2				29.3	%		$	107.6			$	85.3				26.1	%

Sales, general and administrative expenses include expenses and costs associated with trade shows, public relations, advertising, litigation, general legal, insurance and other sales, marketing and administrative efforts. Consistent with our business model, our licensing, sales, and marketing activities aim to develop or strengthen relationships with potential new and current customers. We also work with customers through marketing, sales and technical efforts to promote adoption by system companies of products incorporating our technologies. Because our business development cycles can be lengthy and a significant portion of sales, general and administrative expenses are relatively fixed in the near term, these sales, general and administrative expenses may not correlate directly with revenue in a particular period.

Total sales, general and administrative expenses for the nine months ended September 30, 2026 increased approximately $22.3 million as compared to the same period in 2025, primarily due to increases in professional fees of $14.0 million, payroll-related expenses of $4.6 million and stock-based compensation expenses of $2.1 million.

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.

Amortization of Acquired Intangible Assets

Amortization expense related to various acquired IP is included in cost of revenue. Amortization of acquired intangible assets was $1.2 million and $4.5 million for the three and nine months ended September 30, 2026, respectively. Amortization of acquired intangible assets was $1.7 million and $5.2 million for the three and nine months ended September 30, 2025, respectively.

Restructuring charges

In 2026, we initiated a restructuring program to reduce overall operating expenses and improve future profitability. The restructuring program was substantially completed in the second quarter of 2026. In connection with the program, we recorded approximately $0.2 million and $3.5 million of restructuring charges related to workforce reductions during the three and nine months ended September 30, 2026, respectively.

During the nine months ended September 30, 2025, we did not initiate any restructuring programs.

Interest and Other Income (Expense), Net

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three Months Ended September 30,			Change in			Nine Months Ended September 30,			Change in
(Dollars in millions)		2026			2025			Percentage			2026			2025			Percentage
Interest income and other income (expense), net		$	7.2			$	6.3				13.1	%		$	21.4			$	16.4				30.2	%
Interest expense			(0.3	)			(0.3	)			(5.1	)%			(0.9	)			(1.0	)			(18.3	)%
Interest and other income (expense), net		$	6.9			$	6.0				14.0	%		$	20.5			$	15.4				33.5	%

Interest income and other income (expense), net, primarily includes interest income from our investment portfolio and from gains or losses from the remeasurement of our monetary assets or liabilities denominated in foreign currencies. For the three and nine months ended September 30, 2026 and 2025, interest income and other income (expense), net, consisted primarily of interest income generated from our investment portfolio. Interest income increased during the three and nine months ended September 30, 2026 as compared to the same periods in 2025 due to growth in our investment portfolio, partially offset by lower interest rates on our investments.

Interest expense is primarily associated with long-term software licenses. Interest expense remained relatively flat for the three and nine months ended September 30, 2026 as compared to the same periods in 2025.

Provision for Income Taxes

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		Three Months Ended September 30,			Change in			Nine Months Ended September 30,			Change in
(Dollars in millions)		2026			2025			Percentage			2026			2025			Percentage
Provision for income taxes		$	16.0			$	20.9				(23.6	)%		$	36.6			$	38.1				(4.0	)%
Effective tax rate			17.6	%			30.2	%						15.3	%			18.6	%

Our provisions for income taxes for the three and nine months ended September 30, 2026 were primarily driven by the statutory tax expense for domestic and foreign jurisdictions for 2026, offset by tax benefits from excess stock-based compensation deductions. Our provision for income taxes for the three and nine months ended September 30, 2026 reflected effective tax rates of 17.6% and 15.3%, respectively. Our provisions for income taxes for the three and nine months ended September 30, 2025 were primarily driven by the statutory tax expense for domestic and foreign jurisdictions for 2025, offset by tax benefits from excess stock-based compensation deductions. Our provision for income taxes for the three and nine months ended September 30, 2025 reflected effective tax rates of 30.2% and 18.6%, respectively. For both 2026 and 2025, our effective tax rates differed from the U.S. statutory rate primarily due to tax benefits from excess stock-based compensation deductions.

During the three months ended September 30, 2026 and 2025, we paid foreign withholding taxes of $6.1 million and $5.1 million, respectively. During the nine months ended September 30, 2026 and 2025, we paid foreign withholding taxes of $17.0 million and $16.1 million, respectively.

In the third quarter of 2026, we withdrew our outstanding refund claims for South Korean withholding taxes totaling $82.7 million. We had previously recorded an uncertain tax position reserve against the receivable for these refund claims, as such, there was no impact to our Unaudited Condensed Consolidated Financial Statements as of September 30, 2026.

In the third quarter of 2025, the United States enacted federal tax legislation commonly referred to as 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 income tax expense in 2025, primarily related to changes in the taxation of profits derived from foreign operations and, more specifically, the foreign-derived intangible income deduction. Our income tax expense and effective tax rate for the nine months ended September 30, 2026 decreased as compared to the same period in 2025, primarily due to the impact of OBBBA, which was in effect throughout all periods presented.

Liquidity and Capital Resources

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\n	\n	\n	\n	\n	\n	\n	\n	\n
		As of
(In millions)		September 30, 2026			December 31, 2025
Cash and cash equivalents		$	110.5			$	182.8
Marketable securities			666.4				579.0
Total cash, cash equivalents and marketable securities		$	776.9			$	761.8

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n	\n	\n	\n	\n
		Nine Months Ended September 30,
(In millions)		2026			2025
Net cash provided by operating activities		$	246.9			$	260.2
Net cash used in investing activities		$	(117.6	)		$	(231.4	)
Net cash used in financing activities		$	(201.5	)		$	(49.9	)

Liquidity

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 nine months ended September 30, 2026 were funded primarily from cash collected from our customers.

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.

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 nine months ended September 30, 2026, we repurchased shares of our common stock under the 2020 Repurchase Program as discussed in the “Share Repurchase Program” section below.

Operating Activities

Cash provided by operating activities of $246.9 million for the nine months ended September 30, 2026, was primarily attributable to cash generated from product sales, customer licensing and engineering services fees. Changes in operating assets and liabilities for the nine months ended September 30, 2026 primarily included increases in deferred revenue and other current liabilities, offset by increases in inventories and accounts receivable, and a decrease in accounts payable.

Cash provided by operating activities of $260.2 million for the nine months ended September 30, 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 nine months ended September 30, 2025 primarily included a decrease in accounts receivable and an increase in deferred revenue, offset by an increase in prepaid expenses and other current assets, as well as decreases in accounts payable, accrued salaries and benefits and other current liabilities. Additionally, changes in operating assets and liabilities exclude 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 in the third quarter of 2025.

Investing Activities

Cash used in investing activities of $117.6 million for the nine months ended September 30, 2026, consisted of purchases of available-for-sale marketable securities of $692.6 million and $27.3 million paid to acquire property and equipment, offset by proceeds from maturities and sales of available-for-sale marketable securities of $479.1 million and $123.2 million, respectively.

Cash used in investing activities of $231.4 million for the nine months ended September 30, 2025, consisted of purchases of available-for-sale marketable securities of $498.2 million and $20.3 million paid to acquire property and equipment, offset by proceeds from maturities of available-for-sale marketable securities of $287.1 million.

Financing Activities

Cash used in financing activities of $201.5 million for the nine months ended September 30, 2026, was primarily due to an aggregate payment of $138.3 million as part of our share repurchases in 2026, $55.4 million in payments of taxes related to net share settlement of equity awards and $13.1 million paid under installment payment arrangements to acquire fixed assets, offset by $5.4 million in proceeds from the issuance of common stock under equity incentive plans.

Cash used in financing activities of $49.9 million for the nine months ended September 30, 2025, was primarily due to $37.6 million in payments of taxes related to net share settlement of equity awards, $10.2 million paid under installment payment arrangements to acquire fixed assets and an aggregate payment of $5.8 million as part of our share repurchases in 2025, offset by $3.7 million in proceeds from the issuance of common stock under equity incentive plans.

Contractual Obligations

As of September 30, 2026, our material contractual obligations were as follows:

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
(In thousands)		Total		Remainder of 2026		2027		2028		2029		2030		Thereafter
Contractual obligations (1) (2)
Software licenses (3)		$28,225		$3,355		$16,703		$7,246		$307		$307		$307
Other contractual obligations		34		34		—		—		—		—		—
Total		$28,259		$3,389		$16,703		$7,246		$307		$307		$307

(1)

The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $26.7 million, including $25.6 million recorded as a reduction of long-term deferred tax assets and $1.1 million in long-term income taxes payable as of September 30, 2026.

(2)

For our lease commitments as of September 30, 2026, refer to Note 10, “Leases,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q.

(3)

We have commitments with various software vendors for agreements generally having terms longer than one year.

Share Repurchase Program

On October 29, 2020, our Board approved the 2020 Repurchase Program authorizing the repurchase of up to an aggregate of 20.0 million shares. 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 nine months ended September 30, 2026, we repurchased shares of our common stock under multiple repurchase arrangements as part of the 2020 Repurchase Program, including a $100.0 million accelerated share repurchase program and two share repurchase plans. We repurchased approximately 1.5 million shares for $138.9 million during the nine-month period, of which approximately 1.4 million shares for $135.9 million were repurchased during the three months ended September 30, 2026. These amounts include taxes and fees. All repurchased shares were retired and recorded as a reduction to stockholders’ equity.

During the nine months ended September 30, 2025, we repurchased 0.1 million shares for approximately $5.8 million under the 2020 Repurchase Program, which were retired and recorded as a reduction to stockholders’ equity.

As of September 30, 2026, there remained an outstanding authorization to repurchase approximately 4.1 million shares of our outstanding common stock under the 2020 Repurchase Program.

We record share repurchases as a reduction to stockholders' equity. Effective January 1, 2026, upon adoption of ASU No. 2025-12, Issue 10, we record the excess of the repurchase price over par or stated value of the repurchased shares entirely as a deduction from additional paid-in capital, provided that additional paid-in capital does not become negative.

On September 10, 2026, we entered into a new repurchase plan. The plan became effective on October 1, 2026, and expires on September 30, 2027, with provisions to terminate sooner.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our Unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, investments, income taxes, litigation and other contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting estimates include those regarding (1) revenue recognition, (2) goodwill, (3) intangible assets, and (4) income taxes. For a discussion of our critical accounting estimates, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Recent Accounting Pronouncements

Refer to Note 2, “Recent Accounting Pronouncements,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for a discussion of recent accounting pronouncements, including the respective expected dates of adoption.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial market risks, primarily arising from the effect of interest rate fluctuations on our investment portfolio. Interest rate fluctuations may arise from changes in the market’s view of the quality of the security issuer, the overall economic outlook and the time to maturity of our portfolio. We mitigate this risk by investing only in highly rated, liquid instruments. Securities with original maturities of one year or less must be rated by two of the three industry standard rating agencies as follows: A1 by Standard & Poor’s, P1 by Moody’s and/or F-1 by Fitch. Securities with original maturities of greater than one year must be rated by two of the following industry standard rating agencies as follows: AA- by Standard & Poor’s, Aa3 by Moody’s and/or AA- by Fitch. Our corporate investment policy limits the amount of exposure to $15.0 million or 10% of the portfolio, whichever is lower, for any single non-U.S. Government issuer. A single U.S. Agency can represent up to 25% of the portfolio. No more than 20% of the total portfolio may be invested in the securities of an industry sector, with money market fund investments evaluated separately. Our policy requires that at least 10% of the portfolio be in securities with a maturity of 90 days or less. We may make investments in time deposits, U.S. government-sponsored obligations and corporate bonds, commercial paper and notes with maturities up to 36 months. We currently bias our investment portfolio toward shorter maturities. The majority of our investments are U.S. dollar denominated.

Our policy specifically prohibits trading securities for the sole purpose of realizing trading profits; however, we may liquidate a portion of our portfolio if we experience unforeseen liquidity requirements. In such a case, if the environment has been one of rising interest rates, we may experience a realized loss. Similarly, if the environment has been one of declining interest rates, we may experience a realized gain. As of September 30, 2026, we had an investment portfolio of fixed income marketable securities of $701.4 million, including cash equivalents and time deposits. If market interest rates were to increase immediately and uniformly by 1.0% from the levels as of September 30, 2026, the fair value of the portfolio would decline by approximately $4.1 million. Actual results may differ materially from this sensitivity analysis.

We invoice the majority of our customers in U.S. dollars. Although the fluctuation of currency exchange rates may impact our customers, and thus indirectly impact us, we do not attempt to hedge this indirect and speculative risk. Our overseas operations consist primarily of international business operations in France, the Netherlands and the United Kingdom, design centers in Bulgaria, Canada, India, and Finland, business development and operations activities in South Korea and Taiwan and business development activities in China. We monitor our foreign currency exposure. As of September 30, 2026, we believe our foreign currency exposure is not material enough to warrant foreign currency hedging.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2026, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2026 that materially affected, or that we believe are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any material pending legal proceeding; however, from time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business, operating results, financial position or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management attention and resources and other factors.

Item 1A. Risk Factors

Because of the following factors, as well as other variables affecting our operating results, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. See also “Note Regarding Forward-Looking Statements” at the beginning of this report.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties that you should consider before investing in our company, as fully described below. The principal factors and uncertainties that make investing in our company risky include, among others:

•

We have traditionally operated in, and may enter other, industries that are highly cyclical and competitive.

•

Much of our revenue is concentrated in a few customers, and if we lose any of these customers through contract terminations, acquisitions or other means, our revenue may decrease substantially.

•

Products that fail to meet their specifications or are defective could impose significant costs on us or result in loss of business.

•

We may not be successful with new product introductions and/or expanding into new markets.

•

If we do not keep pace with technological innovations or customers’ increasing technological requirements, we may not be able to enhance our existing products, our products may not be competitive and our revenue and operating results may suffer.

•

If our customers do not incorporate our technologies into their products, or if our customers’ products are not commercially successful, our business would suffer.

•

We purchase inventory in advance based on expected demand for our products, and if demand is not as expected, we may have insufficient or excess inventory, which could adversely impact our financial condition.

•

Our business is dependent on distributors to service our end customers.

•

A meaningful portion of our future revenue depends on sustaining or growing our licensing revenue and the failure to achieve such revenue would lead to a material decline in our results of operations.

•

Our licensing cycle is lengthy and costly, and our marketing and licensing efforts may be unsuccessful.

•

Some of our license agreements may convert from royalty generating to fully paid-up licenses at the expiration of their terms or upon certain milestones, and we may not receive royalties after that time.

•

Future revenue is difficult to predict for several reasons, and our failure to predict revenue or revenue trends accurately may result in our stock price declining.

•

We may fail to meet our publicly announced guidance or other expectations about our business, which would likely cause our stock price to decline.

•

A substantial portion of our revenue is derived from sources outside of the United States and this revenue and our business generally are subject to risks related to international operations that are often beyond our control.

•

Weak global economic conditions, including as a result of tariffs or trade restrictions and relationships, may adversely affect demand for the products and services of our customers and could otherwise harm our business.

•

Our operations are subject to the effects of inflation.

•

We rely on third parties for a variety of services, including for manufacturing and our supply chain, and these third parties’ failure to perform these services adequately or change our allocation of their services/capacity due to industry, geopolitical, or other pressures could materially and adversely affect our business.

•

Our business and operations could suffer in the event of physical and cybersecurity breaches and incidents.

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We have in the past made and may in the future make acquisitions or enter into mergers, strategic investments, sales of assets, divestitures or other arrangements that may not produce expected operational benefits or operating and financial results.

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If we are unable to attract and retain qualified personnel globally, our business and operations could suffer.

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Our operations are subject to risks of natural disasters, acts of war, terrorism, widespread illness or security breaches or incidents at our domestic and international locations, any one of which could result in a business stoppage and negatively affect our operating results.

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Unanticipated changes in tax laws, treaties and/or regulations could expose us to changes in tax rates or additional tax obligations, which could affect our operating results, financial condition and cash flows.

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We are subject to various government restrictions and regulations, including on the sale of products and services that use encryption and other technology, those related to privacy, other consumer protection matters, other import/export controls and national security matters.

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Litigation and government proceedings could affect our business in materially negative ways.

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If we are unable to protect our inventions successfully through the issuance and enforcement of patents, our operating results could be adversely affected.

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Third parties may claim that our products or services infringe on their intellectual property (“IP”) rights, exposing us to litigation that, regardless of merit, may be costly to defend.

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Warranty, service level agreement and product liability claims brought against us could cause us to incur significant costs and adversely affect our operating results, as well as our reputation and relationships with customers.

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Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.

Risks Associated with Our Business, Industry and Market Conditions

We have traditionally operated in, and may enter other, industries that are highly cyclical and competitive.

Our target customers are companies that develop and market high volume business and consumer products in semiconductors, computing, data centers, networks, artificial intelligence (“AI”), tablets, handheld devices, mobile applications, gaming and graphics, high-definition televisions, cryptography and data security. The electronics industry is intensely competitive and has been impacted by rapid technological change, short product life cycles, cyclical market patterns, price erosion and increasing foreign and domestic competition. We are subject to many risks beyond our control that influence whether or not we are successful in winning target customers or retaining existing customers, including, primarily, competition in a particular industry, market acceptance of such customers’ products and the financial resources of such customers. In particular, DRAM manufacturers, which make up a significant part of our revenue, are prone to significant business cycles and have in the past suffered material losses and other adverse effects to their businesses, leading to industry consolidation from time to time that may result in loss of revenue under our existing agreements or loss of target customers. Additionally, AI has been developing at a rapid pace and continues to evolve and change, especially with robust growth for AI infrastructure. We cannot predict whether the demand for AI solutions and therefore the demand for our products that support the AI ecosystem and infrastructure will continue and at what pace. The adoption of AI solutions by our customers and/or their end users may not develop in the manner or in the time periods we anticipate and, as the markets for AI solutions are still developing, demand for our products that support AI may be unpredictable and vary significantly from one period to another. If we are unable to predict the demand for AI, if we overestimate the demand for our products as a result of AI, or if we fail to effectively leverage AI in our operations, our business may be adversely impacted. Furthermore, as a result of ongoing competition in the industries in which we operate and volatility in various economies around the world, we may achieve reduced market share, a reduced number of licenses or may experience tightening of customers’ operating budgets, difficulty or inability of our customers to pay our licensing fees, reduction in direct and/or downstream demand, lengthening of the approval process for new products and licenses and consolidation among our customers. All of these factors may adversely affect the demand for our products and technologies and may cause us to experience substantial fluctuations in our operating results and financial condition.

We face competition from semiconductor and digital electronics products and systems companies, and other semiconductor IP companies that provide security and interface IP that are available to the market. We believe some of the competition for our technologies may come from our prospective customers, some of which are internally evaluating and developing products based on technologies that they contend or may contend will not require a license from us. Many of these companies are larger and may have better access to financial, technical and other resources than we possess and may be able to develop and advance competitive products more effectively, including through the use of AI.

To the extent that alternative technologies might provide comparable system performance at lower or similar cost to our technologies, or are perceived to require the payment of no or lower fees and/or royalties, or to the extent other factors influence the industry, our customers and prospective customers may adopt and promote such alternative technologies. Even to the extent we determine that such alternative technologies infringe our patents, there can be no assurance that we would be able to negotiate agreements that would result in royalties being paid to us without litigation, which could be costly and the results of which would be uncertain.

In addition, our efforts to introduce new products and/or expand into new markets subject us to additional risks. We may have limited or no experience in new products and markets, and our customers may not adopt our new offerings and/or new customers may not adopt our offerings. These and other new offerings may present new and difficult challenges, which could negatively affect our operating results.

Much of our revenue is concentrated in a few customers, and if we lose any of these customers through contract terminations, acquisitions or other means, our revenue may decrease substantially.

We have a high degree of revenue concentration. Our top five customers for each reporting period represented approximately 63% and 67% of our consolidated revenue for the nine months ended September 30, 2026 and 2025, respectively. Additionally, our top five customers for each reporting period represented approximately 66% and 62% of our consolidated revenue for the years ended December 31, 2025 and 2024, respectively. We expect to continue to experience significant revenue concentration for the foreseeable future. Our customers’ demand for our products may fluctuate due to factors beyond our control. We could experience fluctuations in our customer base or the mix of revenue by customer as markets and strategies evolve. A disruption in our relationship with any of our customers could adversely affect our business. In addition, any consolidation of our customers could reduce the number of customers to whom our products may be sold or the demand for our products. Our inability to meet our customers’ requirements or to qualify our products with them could adversely impact our revenue. The loss of, or restrictions on our ability to sell to, one or more of our major customers or any significant reduction in orders from, or a shift in product mix by customers, could have a material adverse effect on our operating results and financial condition.

In addition, our license agreements are complex and some contain terms that require us to provide certain customers with the lowest royalty rate that we provide to other customers for similar technologies, volumes and schedules. These clauses may limit our ability to effectively price differently among our customers, to respond quickly to market forces or otherwise to compete on the basis of price. These clauses may also require us to reduce royalties payable by existing customers when we enter into or amend agreements with other customers. Any adjustment that reduces royalties from current customers or licensees may have a material adverse effect on our operating results and financial condition.

We continue to negotiate with customers and prospective customers to enter into license agreements. Any future agreement may trigger our obligation to offer comparable terms or modifications to agreements with our existing customers, which may be less favorable to us than the existing license terms. We expect licensing fees will continue to vary based on our success in renewing existing license agreements and adding new customers, as well as the level of variation in our customers’ reported shipment volumes, sales price and mix, offset in part by the proportion of customer payments that are fixed. In addition, our license agreements may contain rights by the customer to terminate for convenience, or upon certain other events, such as change of control, material breach, insolvency or bankruptcy proceedings. If we are unsuccessful in entering into license agreements with new customers or renewing license agreements with existing customers, on favorable terms or at all, or if these agreements are terminated, our results of operations may decline significantly.

Some of our revenue is subject to the pricing policies of our customers over which we have no control.

We have no control over our customers’ pricing of their products and there can be no assurance that licensed products will be competitively priced or will sell in significant volumes. Any premium charged by our customers in the price of memory and controller chips or other products over alternatives must be reasonable. If the benefits of our technology do not match the price premium charged by our customers, the resulting decline in sales of products incorporating our technology could harm our operating results.

Our customers often require our products to undergo a lengthy and expensive qualification process which does not assure product sales. If we are unsuccessful or delayed in qualifying any of our products with a customer, our business and operating results would suffer.

Prior to purchasing our products, our customers often require that our products undergo extensive qualification processes, which involve testing of our products in the customers’ systems, as well as testing for reliability. This qualification process may continue for several months. However, qualification of a product by a customer does not assure any sales of the product to that customer. Even after successful qualification and sales of a product to a customer, a subsequent revision in third-party manufacturing processes or in customer requirements may require a new qualification process with our customers or changes to our yield or margin profiles, which may result in delays, our holding of excess or obsolete inventory, or other business challenges. After our products are qualified, it can take several months or more before the customer commences volume production of components or systems that incorporate our products. Despite these uncertainties, we devote substantial resources, including design, engineering, sales, marketing and management efforts, to qualify our products with customers in anticipation of sales. If we are unsuccessful or delayed in qualifying any of our products with a customer, sales of those products to the customer may be precluded or delayed, which may impede our growth and cause our business to suffer.

Products that fail to meet their specifications or are defective could impose significant costs on us or result in loss of business.

Products that do not meet their specifications or that contain, or are perceived by our customers to contain, defects could impose significant costs on us or otherwise materially adversely affect our operating results and financial condition. From time to time, we experience problems with nonconforming, defective or incompatible products after we have shipped such products. In recent periods, we have further expanded our product offerings, which could potentially increase the chance that one or more of our products could fail to meet specifications in a particular application. Our products and technologies may be deemed fully or partially responsible for functionality in our customers’ products and may result in sharing or shifting of product or financial liability from our customers to us for costs incurred by the end user as a result of our customers’ products failing to perform as specified. In addition, if our products and technologies perform critical functions in our customers’ products or are used in high-risk consumer end products, such as automotive products, our potential liability may increase. We could be adversely affected in several ways, including the following:

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we may be required or agree to compensate customers for costs incurred or damages caused by defective or incompatible products and to replace products;

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we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement of such costs or alleged damages;

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we may encounter adverse publicity, which could cause a decrease in sales of our products or harm our reputation or relationships with existing or potential customers; and

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our customers may reduce or cancel their orders with us or exclude us from further consideration as a supplier.

Any of the foregoing items could have a material adverse effect on our operating results and financial condition.

We may not be successful with new product introductions and/or expanding into new markets.

Various target markets for our products, such as AI, may develop slower than anticipated or could utilize competing technologies. The markets for some of these products depend in part upon the continued development and deployment of various other technologies, which may or may not address the needs of the users of these products. We cannot predict the size or growth rate of these markets or the market share we will achieve or maintain in these markets in the future.

Our ability to generate significant revenue from new markets will depend on various factors, including the development and growth of these markets; the ability of our technologies and products to address the needs of these markets; the price and performance requirements of our customers and the preferences of end users; and our ability to provide our customers with products that provide advantages compared with alternative products.

Our ongoing success in these markets will require us to offer better performance alternatives to other products at competitive costs. The failure of any of these target markets to develop as we expect, or our failure to serve these markets to a significant extent, will impede the sales growth of products incorporating our technology, which could harm our operating results.

We operate in rapidly changing, highly competitive markets. Technological advances, the introduction of new products and services, including AI, and new design techniques could adversely affect our business unless we are able to adapt to changing conditions. Technological advances could render our products and technologies less competitive or obsolete, and we may not be able to respond effectively to the technological requirements of evolving markets. We may therefore be required to commit significant resources to enhancing and developing new technology, which may include purchasing or licensing advanced design tools and test equipment, hiring additional highly qualified engineering and other technical personnel, and continuing and expanding research and development activities on existing and potential technologies.

Our existing product offerings may present new and difficult challenges, and we may be subject to claims if customers of our offerings experience delays, failures, non-performance or other quality issues. In particular, we may experience difficulties with product design, qualification, manufacturing, including supply chain disruptions or shortages that might lead to an inability to meet customer demand, marketing or certification that could delay or prevent our development, introduction or marketing and sales of products. Although we intend to design our products to be fully compliant with applicable industry standards, proprietary enhancements may not in the future result in full conformance with existing industry standards under all circumstances. Further, our products must be enhanced periodically to keep up with evolving system requirements. Our introduction of new products could reduce the demand and revenue of our older products or affect their pricing.

Our research and development efforts with respect to new technologies may not result in customer or market acceptance. Some or all of those technologies may not successfully make the transition from the research and development stage to cost-effective production as a result of technology problems, competitive cost issues, yield problems and other factors. Even if we successfully complete a research and development effort with respect to a particular technology, our customers may decide not to introduce or may terminate products utilizing the technology for a variety of reasons, including difficulties with other suppliers of components for the products, superior technologies developed by our competitors and unfavorable comparisons of our products with these technologies, price considerations and lack of anticipated or actual market demand for the products.

Our business model continues to transform towards greater reliance on product revenue. We could experience a slowdown in our customers’ demand for our products in the near term, including if we or our customers overestimate the demand for AI-based solutions in the future; however, we anticipate our memory interface chips will contribute to continued long-term growth. If sales of our memory interface chips do not grow as anticipated, then our business could suffer as a result. Our business could be harmed if we are unable to develop and utilize new technologies that address the needs of our customers, or our competitors or customers develop and utilize new technologies, including AI, more effectively or more quickly than we can. A transition by our customers to different business models could also result in reduced revenue. We cannot guarantee that we will be successful in keeping pace with all, or any, of the customer trends. Any investments made to enhance or develop new technologies that are not successful could have an adverse effect on our operating results and financial condition.

If our customers do not incorporate our technologies into their products, or if our customers’ products are not commercially successful, our business would suffer.

We sell our memory interface chips directly and indirectly to memory module manufacturers and OEMs worldwide for integration into server memory modules. We cannot be assured that our customers’ products will be commercially successful over time or at all as a result of factors beyond our control. If products incorporating our technologies are not commercially successful or experience rapid decline, our revenue and business will suffer. Further, we are continuing to expand into new segments and if our memory interface chips fail to achieve acceptance by customers in such segments, then our business could suffer as a result. Changes in our customers’ order patterns could result in us holding excess quantities of inventory which could result in us recording reserves for excess and obsolete inventory. Any such reserves would have an adverse effect on our operating results and financial condition.

As a fabless semiconductor company, we purchase our inventory from third-party manufacturers in advance of selling our products. We place orders with our manufacturers based on existing and expected orders from our customers and distributors for particular products. We are also subject to increased inventory risks and costs because we build our products based on forecasts provided by our customers and distributors before receiving purchase orders for the product. While most of our contracts with our customers and distributors include lead time requirements and cancellation penalties that are designed to protect us from misalignment between orders and inventory levels, we must nonetheless make some predictions when we place orders with our manufacturers and we are not always able to make adjustments to align with our inventory needs. Our customers and distributors may also fail to place orders or cancel orders for many reasons, including but not limited to trends in the global economy, including as a result of tariffs or trade restrictions or relationships, geopolitical uncertainty, international conflict, war, business challenges, supply chain constraints, longer than expected inventory digestion or other changes in their business requirements. In the event that our predictions are inaccurate due to unexpected increases in orders or our manufacturers are unable to provide the inventory that we require, we may have insufficient inventory to meet our customers’ and distributors’ demands. In addition, a perceived negative trend in market conditions could lead us to decrease the manufacturing volume of our products to avoid excess inventory. If we inaccurately assess market conditions for our products, we could have insufficient inventory to meet the demands of our customers and distributors, resulting in loss of revenue. In the event that we order products that we are unable to sell due to a decrease in orders, unexpected order cancellations, import/export restrictions or product returns, we may have excess inventory which, if not sold, may need to be written down or would result in a decrease in our revenue in future periods. If any of these situations were to arise, it could have a material impact on our business, financial condition and results of operations.

The markets for semiconductor products are cyclical, and increased levels of inventory may lead to overcapacity and lower prices, and conversely, if we do not hold sufficient inventory, we may not be able to satisfy unexpected demand for our products.

The cyclical nature of the semiconductor industry has resulted in periods when demand for our products has increased or decreased rapidly. For example, we are currently experiencing increased demand for our products that is attributed to increased demand for AI-based solutions. If we overbuild inventory in a period of decreased demand, or if we expand our operations too rapidly or procure excessive resources in anticipation of increased demand for our products, including in relation to AI, and that demand does not materialize at the pace at which we expect, or declines, our operating results may be adversely affected as a result of charges related to obsolete inventory, inventory write-downs, increased operating expenses or reduced margins.

We may in the future experience periods of inventory adjustments by our customers and distributors that may adversely affect our operating results. In addition, we may not be able to expand our operations in a sufficiently timely manner, procure adequate resources and raw materials, locate suitable third-party suppliers or respond effectively to changes in demand for our existing products or to demand for new products requested by our customers and/or distributors, and our current or future business could be materially and adversely affected.

We periodically transition to newer generations of our semiconductor products as the market shifts to demand for such products. While we have managed prior product transitions and have previously sold multiple generations of products at the same time, these transitions are difficult to forecast and may result in under-supply or over-supply of inventory by product generation, which may negatively impact revenue and inventory reserves.

Our business is dependent on distributors to service our end customers.

We utilize distributors to sell our memory interface chips to certain customers. We do not have long-term purchase commitments from our distributors. If a key distributor were to experience financial difficulties, including bankruptcy, this could materially impact our financial results due to potential losses from uncollectible receivables. Additionally, any oversupply of inventory at our distributors, whether due to an industry or economic downturn or other causes, could result in reduced sales in a given period, increased order push-outs, increased inventory returns and cause us to carry higher levels of inventory. This could result in us incurring charges for obsolete or excess inventory, or we may not fully recover our costs, which would reduce our gross margin. Violations of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), export controls and sanctions laws, or similar laws, by our distributors could also have a material adverse impact on our business.

While our business model continues to transform towards greater reliance on product revenue, a large portion of our revenue still consists of fees paid for access to our patented technologies, existing technology and other development and support services we provide to our customers. Our ability to secure and renew the licenses from which that revenue is derived depends on our customers adopting our technology and using it in the products they sell. If customers do not upgrade or enhance their product offerings to include such technologies, our revenue and operating results may be adversely affected. Once secured, license revenue may be negatively affected by factors within and outside our control, including reductions in our customers’ sales prices, sales volumes, our failure to timely complete any engineering deliverables and the actual terms of such licenses themselves. In addition, our licensing cycle for new licensees, as well as for renewals for existing licensees is lengthy, costly and unpredictable. We cannot provide any assurance that we will be successful in signing new license agreements or renewing existing license agreements on equal or favorable terms or at all. If we do not achieve our revenue goals, our results of operations could decline.

Our licensing cycle is lengthy and costly, and our marketing and licensing efforts may be unsuccessful.

The process of persuading customers to adopt and license our chip interface, data security IP and other technologies can be lengthy. Even if successful, there can be no assurance that our technologies will be used in a product that is ultimately brought to market, achieves commercial acceptance or results in significant royalties to us. We generally incur significant marketing and sales expenses prior to entering into our license agreements, generating a license fee and establishing a royalty stream from each customer. The length of time it takes to establish a new licensing relationship can take many months or even years. We may incur costs in any particular period before any associated revenue stream begins, if at all. If our marketing and sales efforts are very lengthy or unsuccessful, then we may face a material adverse effect on our business and results of operations as a result of failure to obtain, or an undue delay in obtaining, royalties.

From time to time, we enter into license agreements that automatically convert from royalty generating arrangements to fully paid-up licenses under which the customer is no longer required to make payments for all or certain components of the licensed technology or IP upon expiration or upon reaching certain milestones. We may not receive further royalties from customers for any licensed technology under those agreements if they convert to fully paid-up licenses because such customers will be entitled to continue using some, if not all, of the relevant IP or technology under the terms of the license agreements without further payment, even if relevant patents or technologies are still in effect. If we cannot find another source of royalties to replace the royalties from those license agreements that convert to fully paid-up licenses, our results of operations following such conversion could be adversely affected.

Future revenue is difficult to predict for several reasons, and our failure to predict revenue or revenue trends accurately may result in our stock price declining.

As we commercially launch each of our products, the sales volume of and resulting revenue from such products in any given period will be difficult to predict. Also, our lengthy license negotiation cycles could make a considerable portion of our future revenue difficult to predict because we may not be successful in entering into or renewing licenses with our customers on our anticipated timelines.

In addition, while some of our license agreements provide for fixed royalty payments, many of our license agreements provide for volume-based royalties and may also be subject to caps on royalties or other adjustments in a given period. The sales volume and prices of our customers’ products in any given period can be difficult to predict.

Because we provide memory interface chips, among other products, that are used in end products and systems, demand for our products is influenced by the demand for end products sold by our customers or via distributors. For example, we are currently experiencing increased demand for our products that is attributed to an increased demand for AI-based solutions, but we cannot predict future trends in such demand. As a result, we may have difficulty in accurately forecasting our product revenue. Our product revenue depends on the timing, scale and speed of introductions of new end products and systems, as well as the ongoing demand for existing end products and systems, that incorporate our products, all of which are intrinsically difficult to forecast. In addition, demand for our products is influenced by the ability of our customers and distributors to manage their inventory. If our customers and distributors do not manage their inventory correctly or misjudge their customers’ demand, our shipments to and orders from our customers and distributors may vary significantly, and we may have difficulty forecasting our inventory levels, which could reduce our product revenue, result in inventory write-offs and adversely affect our financial condition and results of operations. For these reasons, our actual results may differ substantially from analyst estimates or our forecasts in any given quarter.

We may fail to meet our publicly announced guidance or other expectations about our business, which would likely cause our stock price to decline.

We provide guidance regarding our expected financial and business performance, including our anticipated future revenue, operating expenses and other financial and operational metrics. Correctly identifying the key factors affecting

business conditions and predicting future events is an inherently uncertain process. Any guidance that we provide may not always be accurate, or may vary from actual results, due to our inability to correctly identify and quantify risks and uncertainties to our business and to quantify their impact on our financial performance. We offer no assurance that such guidance will ultimately be accurate, and investors should treat any such guidance with appropriate caution. If we fail to meet our guidance or if we find it necessary to revise such guidance, even if such failure or revision is seemingly insignificant, investors and analysts may lose confidence in us and the market value of our common stock could be materially adversely affected.

For the nine months ended September 30, 2026 and 2025, revenue from our international customers constituted approximately 84% and 83%, respectively, of our total consolidated revenue. Additionally, for the years ended December 31, 2025 and 2024, revenue from our international customers constituted approximately 82% and 64%, respectively, of our total consolidated revenue. We expect that future revenue derived from international sources will continue to represent a significant portion of our total revenue.

To the extent that customer sales are not denominated in U.S. dollars, any royalties that are based on a percentage of the customers’ sales and which we receive as a result of such sales could be subject to fluctuations in currency exchange rates. In addition, if the effective price of licensed products sold by our foreign customers were to increase as a result of fluctuations in the exchange rate of the relevant currencies, demand for licensed products could fall, which in turn would reduce our royalties.

Trade-related government actions, including changes in trade restrictions or relationships, tariffs and exchange controls, and potential retaliatory tariffs or actions by other countries, whether implemented by the United States, China, the European Union or other countries, that impose barriers or restrictions impacting our ability to sell or ship products to certain customers may have a negative impact on our financial condition and results of operations. We cannot predict the actions government entities may take in this context and may be unable to quickly offset or effectively react to government actions that restrict our ability to sell to certain customers or in certain jurisdictions. Government actions that affect our customers’ ability to sell products or access critical elements of their supply chains may result in a decreased demand for their products, which may consequently reduce their demand for our products.

In addition, the U.S. government has implemented controls affecting the ability to send certain products and technology related to semiconductors, semiconductor manufacturing and supercomputing to China without an export license and added additional entities to restricted party lists in addition to other import/export and national security laws and regulations. We may be impacted by any of these current or new restrictions in the future if such controls are expanded to cover our key products/markets.

We currently have international business, business development and design operations in Bulgaria, Canada, China, Finland, France, India, the Netherlands, South Korea, Taiwan and the United Kingdom. Our international operations and revenue are subject to a variety of risks that are beyond our control, including:

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hiring, maintaining and managing a workforce and facilities remotely and under various legal systems, including compliance with local labor and employment laws;

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non-compliance with our code of conduct or other corporate policies;

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compliance with international laws involving international operations, including the FCPA, sanctions and anti-corruption laws, cybersecurity laws, export and import laws and similar rules and regulations;

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natural disasters, acts of war, terrorism, widespread global pandemics or illness, or security breaches or incidents;

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export controls, tariffs, import and licensing restrictions, climate-change regulations and other trade barriers;

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profits, if any, earned abroad being subject to local tax laws and not being repatriated to the United States or, if repatriation is possible, limited in amount;

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adverse tax treatment of revenue from international sources and changes to tax laws and regulations, including being subject to foreign tax laws and being liable for paying withholding, income or other taxes in foreign jurisdictions;

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longer payment cycles and greater difficulty in collecting accounts receivable;

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unanticipated changes in foreign government laws and regulations, including imposition of bans on sales of goods or services to one or more of our significant foreign customers;

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increased financial accounting and reporting burdens and complexities;

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lack of protection of our IP and other contract rights by jurisdictions in which we may do business to the same extent as the laws of the United States;

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potential vulnerability to computer system, internet or other systemic attacks, such as denial of service, viruses or other malware which may be caused by criminals, terrorists or other groups or sophisticated organizations;

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social, political and economic instability;

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geopolitical instability, including international conflict, war, and changes in diplomatic and trade relationships, in particular in Asia (including China, Taiwan, and South Korea), Europe, Central and South America, and the Middle East (including Israel and Iran);

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disruptions in global logistics, including air, waterway and other delivery methods; and

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cultural differences in the conduct of business both with customers and in conducting business in our international facilities and international sales offices.

We and our customers are subject to many of the risks described above with respect to companies which are located in different countries. There can be no assurance that one or more of the risks associated with our international operations will not result in a material adverse effect on our business, financial condition or results of operations.

Our operations and performance depend significantly on worldwide economic conditions. Current and future uncertainty in the worldwide economy due to inflation, geopolitical instability, international conflict, war, major central bank policies, including interest rate changes, public health crises or other global factors, could adversely affect our business. Additionally, there is ongoing uncertainty regarding the current U.S. presidential administration’s economic and other policies, priorities and actions, such as potential changes in trade restrictions or relationships, tariffs and exchange controls, and potential retaliatory tariffs or actions by other countries, which could impact our business and the cost and/or sale of our products in any countries that are impacted. Adverse economic conditions could also affect demand for our products and our customers’ products. If our customers experience reduced demand or excess inventory as a result of global or regional economic conditions or otherwise, including as a result of changes in tariffs or trade restrictions and relationships, this could result in reduced royalties revenue and/or product sales and our business and results of operations could be harmed. Inflationary pressures and shortages have in the past increased, and may increase in the future, costs for materials, supplies and labor, which could cause our expenses to increase at a rate faster than our product pricing to recover such increases, which may further result in a material adverse effect on our business, financial condition or results of operations.

Additionally, deterioration of conditions in worldwide credit markets could limit our ability to obtain external financing, if needed, to fund our operations and capital expenditures. In addition, we may experience losses on our holdings of cash and investments due to failures of financial institutions and other parties. Difficult economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults. As a result, downturns in, or other events or uncertainty that impact, the worldwide economy could have a material adverse effect on our business, results of operations and financial condition.

Any failure in our delivery of high-quality technical support services may adversely affect our relationships with our customers and our financial results.

Our customers depend on our support organization to resolve technical issues and provide ongoing maintenance relating to our products and services. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. Increased customer demand for these services, without corresponding revenue, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on our offerings and business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to sell our solutions to existing and prospective customers and our business, operating results and financial position.

Our operations are subject to the effects of inflation.

The United States has previously experienced historically high levels of inflation. If the inflation rate increases again as a result of increases in the costs of labor and supplies, it will affect our expenses, such as employee compensation and research and development charges. Research and development expenses account for a significant portion of our operating expenses. Additionally, the United States has experienced and continues to experience an acute workforce shortage of qualified applicable talent, which in turn creates a competitive wage environment that may increase our operating costs. To the extent inflation results in rising interest rates or has other adverse effects on the market, it may adversely affect our consolidated financial condition and results of operations.

Risks Associated with Our Supply and Third-Party Manufacturing

We rely on third parties for a variety of services, including our manufacturing supply chain partners and third parties within our sales and distribution channels. Some of these third parties are, and may be, our sole manufacturer or sole source of certain production materials and may be located in regions subject to increased geopolitical uncertainty and changes in global trade policies (e.g., tensions between China and Taiwan, conflict in the Middle East or elsewhere, and evolving export/import and national security restrictions). If we fail to manage our relationships with these manufacturers and suppliers effectively, or if they experience delays, disruptions, geopolitical changes, capacity constraints/allocation pressures or quality control problems in their operations, our ability to ship products to our customers could be impaired and our competitive position and reputation could be harmed. In addition, any adverse change in any of our manufacturers and suppliers’ financial or business condition could disrupt our ability to supply quality products to our customers. If we are required to change our manufacturers, we may lose revenue, incur increased costs and damage our end-customer relationships. In addition, porting to and qualifying a new manufacturer and commencing production can be an expensive and lengthy process. If our third-party manufacturers or suppliers are unable to provide us with adequate supplies for any other reason, we could experience a delay in our order fulfillment, and our business, operating results and financial condition would be adversely affected. In the event these and other third parties we rely on fail to provide their services adequately, including as a result of errors in their systems, industry pressures or events beyond their control, or refuse to provide these services on terms acceptable to us, and we are not able to find suitable alternatives, our business may be materially and adversely affected. In addition, our orders may represent a relatively small percentage of the overall orders received by our manufacturers from their customers. As a result, fulfilling our orders may not be considered a priority in the event our manufacturers are constrained in their ability to fulfill all of their customer obligations in a timely manner. If we or our manufacturers are unable to obtain adequate quantities of components or other supplies, including critical materials (e.g., helium), at reasonable prices, if the quality of the supplies deteriorates, or if we are unable to pass increased materials costs on to our customers, our business, operating results and financial condition could be adversely affected.

Semiconductor supply chain disruptions have been well publicized in the recent past. We believe that we could experience various supply constraints related to our memory interface chip business in the future. For example, to the extent we do not have sufficient wafer and packaging substrate firm commitments from our third-party suppliers or they are otherwise unable to provide such services and materials, we may not obtain the materials needed on our desired timelines or at reasonable prices. Large swings in demand could exceed our contracted supply and/or our suppliers’ capacity to meet those demand changes resulting in a shortage of parts, materials or capacity needed to manufacture our products. While we continually work with our suppliers to mitigate the impact of the supply constraints to our customer deliveries, in the event of a shortage or supply interruption from suppliers of our components, we may not be able to develop alternate sources quickly, cost-effectively or at all. An extended period of global supply chain and economic disruption, including as a result of geopolitical uncertainty, international conflict, war, tariffs or trade restrictions, could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition, though the full extent and duration is uncertain.

Additionally, various sources of supply-chain risk, including strikes or shutdowns at delivery ports or loss of or damage to our products while they are in transit or storage, IP theft, losses due to tampering, third-party vendor issues with quality or sourcing control, failure by our suppliers to comply with applicable laws and regulations, potential tariffs or other trade restrictions, geopolitical uncertainty, international conflict, war or other similar problems could limit or delay the supply of our products. Any interruption or delay in manufacturing or component supply, any increases in manufacturing or component costs, or the inability to obtain these services or components from alternate sources at acceptable prices and within a reasonable amount of time would harm our ability to provide our products to customers on a timely basis. This could harm our relationships with our customers, prevent us from acquiring new customers and materially and adversely affect our business.

If the manufacturing and/or packaging process for our products is disrupted by operational issues, natural disasters or other events, our business, results of operations or financial condition could be materially adversely affected.

We rely on subcontractors to manufacture and package our products using highly complex processes that require technologically advanced equipment and continuous modification. Our subcontractors maintain operations and continuously implement new product and process technology at facilities which are dispersed in multiple locations in Asia. As a result of the necessary interdependence within our network of manufacturing and packaging facilities, an operational disruption at one of our or a subcontractor’s facilities may have a disproportionate impact on our ability to produce many of our products.

From time to time, there have been disruptions in our subcontractors’ operations as a result of power outages, improperly functioning equipment, disruptions in supply of raw materials or components or equipment failures. Our subcontractors have manufacturing and other operations in locations subject to natural disasters and possible climate changes, such as severe and variable weather and geological events resulting in increased costs, or disruptions to our manufacturing operations or those of our suppliers or customers. In addition, climate change may pose physical risks to our manufacturing facilities or our suppliers’ facilities, including increased extreme weather events that could result in supply delays or disruptions. Other events, including political or public health crises, such as an outbreak of contagious diseases, may also affect our subcontractors’ production capabilities.

If production is disrupted for any reason, manufacturing yields may be adversely affected, or we may be unable to meet our customers’ requirements and they may purchase products from other suppliers. This could result in a significant increase in manufacturing costs, loss of revenue or damage to customer relationships, any of which could have a material adverse effect on our business.

We rely on a number of third-party providers for data center hosting facilities, equipment, maintenance and other services, and the loss of, or problems with, one or more of these providers may impede our growth or cause us to lose customers.

We rely on third-party providers to supply data center hosting facilities, equipment, maintenance and other services in order to enable us to provide some of our services and have entered into various agreements for such services. The continuous availability of our services depends on the operations of those facilities, on a variety of network service providers and on third-party vendors. In addition, we depend on our third-party facility providers’ ability to protect these facilities against damage or interruption from natural disasters, power or telecommunications failures, criminal acts, cyber-attacks and similar events.

If there are any lapses of service or damage to a facility, we could experience lengthy interruptions in our service, as well as delays and additional expenses in arranging new facilities and services. Even with current and planned disaster recovery arrangements, our business could be harmed. Any interruptions or delays in our service, whether as a result of third-party error, our own error, natural disasters, criminal acts, security breaches or other causes, whether accidental or willful, could harm our relationships with customers, harm our reputation and cause our revenue to decrease and/or our expenses to increase. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability and cause us to issue credits or cause us to lose customers, any of which could materially adversely affect our business.

Certain software and/or IP blocks that we use in or with some of our products are licensed from third parties and, for that reason, may not be available to us in the future. This has the potential to delay product development and production or cause us to incur additional expense, which could materially adversely affect our business, financial condition, operating results and cash flow.

Some of our products and services contain or function with software and/or IP blocks licensed from third parties. Some of these licenses may not be available to us in the future on terms that are acceptable to us or allow our products to remain competitive. The loss of these licenses or the inability to maintain any of them on commercially acceptable terms could delay development of future offerings or the enhancement of existing products and services. We may also choose to pay a premium price for such a license in certain circumstances where continuity of the licensed product would outweigh the premium cost of the license. The unavailability of these licenses or the necessity of agreeing to commercially unreasonable terms for such licenses could materially adversely affect our business, financial condition, operating results and cash flow.

Risks Associated with Our Business Operations

Our business and operations could suffer in the event of physical and cybersecurity breaches and incidents.

Attempts by others to gain unauthorized access to and disrupt our information technology systems and IP assets are becoming more sophisticated. These attempts, which might be related to industrial or other espionage, may include (to Rambus, our customers and/or our third-party service providers), covertly introducing malware to our computers and networks and impersonating authorized users, phishing attempts and other forms of social engineering, employee or contractor malfeasance, denial of service attacks and ransomware attacks, among others. We seek to detect and investigate all security incidents impacting our systems and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects. We also utilize third-party service providers to host, transmit or otherwise process electronic data in connection with our business activities, including our supply chain processes, operations and communications. Our customers also often have access to and host our confidential IP and business information on their own internal and directed third-party systems. Our data, corporate systems, third-party systems and security measures and those of our customers or the third parties that support us or our services may be subject to breaches or intrusions due to the actions of outside parties, employee error, malfeasance, a combination of these or otherwise, including social engineering and employee and contractor error or malfeasance, especially as certain of our employees engage in work from home arrangements. As a result, an unauthorized party may obtain access to our systems, networks or data, including IP and confidential business information belonging to us, our customers and/or the third parties that support us. There have been and may continue to be significant supply chain attacks, and we cannot guarantee that our or our third-party service providers’ systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of our customers or of third parties that support us and our services. Increasing capabilities and usage of AI technologies may increase the likelihood and severity of cyber-attacks and other sources of security breaches and incidents, including by increasing the frequency or intensity of attacks and being used for identification or exploitation of vulnerabilities. Geopolitical tensions, instability and conflicts may increase the cybersecurity risks that we, our customers and the third parties that support us face. We and our service providers may face difficulties or delays in identifying or responding to any actual or perceived security breach or incident. The theft or other unauthorized acquisition of, unauthorized use, publication or other processing of or access to our IP and/or confidential business information could harm our competitive position and reputation, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect

our business. In the event of any security breach or incident, including any breach or incident that results in inappropriate access to, or loss, corruption, unavailability or unauthorized acquisition, disclosure or other processing of our or our customers’ confidential information or any personal information we or our third-party service providers maintain, including that of our employees, we could suffer a loss of IP or loss of data, may be subject to claims, liability and proceedings and may incur liability and otherwise suffer financial harm.

Any actual, alleged or perceived breach of security in our systems or networks, or any other actual, alleged or perceived data security incident we or our third-party service providers or customers suffer, could result in damage to our reputation, negative publicity, loss of customers and sales, harm to our market position, increased costs to remedy any problems and otherwise respond to any incident, regulatory investigations and enforcement actions, claims, litigation, proceedings and other liability. In addition, we may incur significant costs and operational consequences of investigating, remediating, eliminating and putting in place additional tools and devices designed to prevent actual or perceived security breaches and other security incidents, as well as the costs to comply with any notification or other legal obligations resulting from any security incidents. Any of these negative outcomes could result in substantial costs and diversion of resources, distract management and technical personnel, adversely impact our sales and reputation and seriously harm our business or operating results.

Although we maintain insurance coverage that may cover certain liabilities in connection with some security breaches and other security incidents, we cannot be certain our insurance coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms (if at all) or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, or denials of coverage, could have a material adverse effect on our business, including our financial condition, results of operations and reputation.

Failures in our products and services or in the products of our customers, including those resulting from security vulnerabilities, defects, bugs or errors, could harm our business.

Our products and services are highly technical and complex, and among our various businesses our products and services are crucial to providing security and other critical functions for our customers’ operations. Our products and services have from time to time contained and may in the future contain undetected errors, bugs, defects or other security vulnerabilities. Some errors in our products and services may only be discovered after a product or service has been deployed and used by customers and may in some cases only be detected under certain circumstances or after extended use. In addition, because the techniques used by hackers to access or sabotage our products and services and other technologies change and evolve frequently and generally are not recognized until launched against a target, we may be unable to anticipate, detect or prevent these techniques and may not address them in our data security technologies. Any errors, bugs, defects or security vulnerabilities discovered in our solutions after commercial release could adversely affect our revenue, our customer relationships and the market’s perception of our products and services. These risks may be increased through the use of AI by third-party threats or if we or our partners use AI that has errors, bugs, defects, security vulnerabilities or creates privacy concerns. We may not be able to correct any errors, bugs, defects, security flaws or vulnerabilities promptly or at all. Any breaches, defects, errors or vulnerabilities in our products and services could result in:

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expenditure of significant financial and research and development resources in efforts to analyze, correct, eliminate or work around breaches, errors, bugs or defects or to address and eliminate vulnerabilities;

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financial liability to customers for breach of certain contract provisions, including indemnification obligations;

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loss of existing or potential customers;

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product shipment restrictions or prohibitions to certain customers;

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delayed or lost revenue;

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delay or failure to attain market acceptance;

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negative publicity, which would harm our reputation; and

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litigation, regulatory inquiries, investigations and/or penalties that would be costly and harm our reputation.

Changes in accounting principles and guidance could result in unfavorable accounting charges or effects.

We prepare our financial statements in accordance with accounting principles generally accepted in the United States and these principles are subject to interpretation by the SEC, the Financial Accounting Standards Board (“FASB”) and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or application guidance, or in their interpretations, may have a material effect on our reported results, as well as our processes and related controls, and may retroactively affect previously reported results.

From time to time, we engage in acquisitions, strategic transactions, strategic investments, divestitures and potential discussions with respect thereto. For example, we divested our PHY IP group in September 2023. Many of our acquisitions or strategic investments entail a high degree of risk, including those involving new areas of technology and such investments may not become accretive for several years after the date of the investment, if at all. Our acquisitions or strategic investments may not provide the advantages that we anticipated or generate the financial returns we expect, including if we are unable to close any pending acquisitions. For example, for any pending or completed acquisitions, we may discover unidentified issues not discovered in due diligence, and we may be subject to regulatory approvals or liabilities that are not covered by indemnification protection or become subject to litigation.

Achieving the anticipated benefits of business acquisitions depends in part upon our ability to integrate the acquired businesses in an efficient and effective manner and achieve anticipated synergies, and we may not be successful in these efforts. The integration of companies that have previously operated independently is complex and time consuming and may result in significant challenges, including, among others: retaining key employees; successfully integrating new employees, facilities, products, processes, operations, business models and systems, technology and sales and distribution channels; retaining customers and suppliers of the acquired business; minimizing the diversion of management’s and other employees’ attention from ongoing business matters; coordinating geographically separate organizations; consolidating research and development operations; consolidating corporate and administrative infrastructures; implementing controls, processes and policies appropriate for a public company at acquired companies that may have previously lacked such controls, processes and policies; and managing the increased scale, complexity and globalization of our business, operations and employee base.

Additional risks related to our acquisitions or strategic investments include, but are not limited to:

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difficulty in combining the technology, products or operations of the acquired business with our business;

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difficulty in integrating and retaining the acquired workforce, including key employees;

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diversion of capital and other resources, including management’s attention;

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assumption of liabilities and incurrence of amortization expenses, impairment charges to goodwill or write-downs of acquired assets;

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integrating financial forecasting and controls, procedures and reporting cycles;

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coordinating and integrating operations in countries in which we have not previously operated;

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acquiring business challenges and risks, including, but not limited to, disputes with management and integrating international operations and joint ventures;

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difficulty in realizing a satisfactory return, if any return at all;

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difficulty in obtaining or inability to obtain governmental and regulatory consents and approvals, other approvals or financing;

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the potential impact of complying with governmental or other regulatory restrictions placed on an acquisition;

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the potential impact on our stock price and financial results if we are unable to obtain regulatory approval for an acquisition, are required to pay reverse breakup fees or are otherwise unable to close an acquisition;

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failure and costs associated with the failure to consummate a proposed acquisition or other strategic investment;

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legal proceedings initiated as a result of an acquisition or investment;

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the potential for our acquisitions to result in dilutive issuances of our equity securities;

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the potential variability of the amount and form of any performance-based consideration;

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uncertainties and time needed to realize the benefits of an acquisition or strategic investment, if at all;

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negative changes in general economic conditions in the regions or the industries in which we or our acquired business operate;

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the need to determine an alternative strategy if an acquisition or strategic investment does not meet our expectations;

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potential failure of our due diligence processes to identify significant issues with the acquired assets or company; and

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impairment of relationships with or loss of our acquired business’ employees, vendors and customers, as a result of our acquisition or investment.

Our strategic investments in new areas of technology may involve significant risks and uncertainties, including distraction of management from current operations, greater than expected liabilities and expenses, inadequate return of capital and unidentified issues not discovered in due diligence. These investments are inherently risky and may not be successful.

In addition, we may record impairment charges related to our acquisitions or strategic investments. Any losses or impairment charges that we incur related to acquisitions, strategic investments or sales of assets will have a negative impact on our financial results and the market value of our common stock, and we may continue to incur new or additional losses related to acquisitions or strategic investments.

We may have to incur debt or issue equity securities to pay for any future acquisitions, which debt could involve restrictive covenants or which equity security issuance could be dilutive to our existing stockholders. We may also use cash to pay for any future acquisitions which will reduce our cash balance.

From time to time, we may also divest certain assets. These divestitures or proposed divestitures may involve the loss of revenue and/or potential customers, and the market for the associated assets may dictate that we sell such assets for less than what we paid. In addition, in connection with any asset sales or divestitures, we may be required to provide certain representations, warranties, licenses and/or covenants to buyers. While we would seek to ensure the accuracy of such representations and warranties and fulfillment of any ongoing obligations, we may not be completely successful and consequently may be subject to claims by a purchaser of such assets or related erosion of revenue or loss of customers.

If our counterparties are unable to fulfill their financial and other obligations to us, our business and results of operations may be affected adversely.

Any downturn in economic conditions or other business factors could threaten the financial health of our counterparties, including companies with which we have entered into licensing, asset/product sale and/or settlement agreements, and their ability to fulfill their financial and other obligations to us. Such financial pressures on our counterparties may eventually lead to bankruptcy proceedings or other attempts to avoid financial obligations that are due to us. Because bankruptcy courts have the power to modify or cancel contracts of the petitioner which remain subject to future performance and alter or discharge payment obligations related to pre-petition debts, we may receive less than all of the payments that we would otherwise be entitled to receive from any such counterparty as a result of bankruptcy proceedings.

If we are unable to attract and retain qualified personnel globally, our business and operations could suffer.

Our success is dependent upon our ability to identify, attract, compensate, motivate and retain qualified personnel, especially engineers, senior management and other key personnel. The loss of the services of any key employees could be disruptive to our development efforts, business relationships and strategy and could cause our business and operations to suffer. In addition, the current regulatory environment related to immigration is uncertain, including with respect to the availability

of H-1B and other visas. If a new or revised visa program is implemented, it may impact our ability to attract and retain qualified personnel.

All of our officers and other U.S. employees are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. Any changes in our senior management team in particular, even in the ordinary course of business, may be disruptive to our business. While we seek to manage these transitions carefully, including by establishing strong processes and procedures and succession planning, such changes may result in a loss of institutional knowledge and cause disruptions to our business. If our senior management team fails to work together effectively or execute our plans and strategies on a timely basis as a result of management turnover or otherwise, our business could be harmed.

Our future success depends in large part upon the continued service and enhancement of our management team and our employees. If there are unexpected changes in management, such changes could be disruptive and could negatively affect our sales, operations, culture, future recruiting efforts and strategic direction. Competition for qualified executives is intense, and if we are unable to compensate our key talent appropriately and continue expanding our management team, or successfully integrate new additions to our management team in a manner that enables us to scale our business and operations effectively, our ability to operate effectively and efficiently could be limited or negatively impacted. In addition, changes in key management positions may temporarily affect our financial performance and results of operations as new management becomes familiar with our business, processes and strategy. The loss of any of our key personnel, or our inability to attract, integrate and retain qualified employees who join us organically and through acquisitions, could require us to dedicate significant financial and other resources to such personnel matters, disrupt our operations and seriously harm our operations and business.

Our operations are subject to risks of natural disasters, acts of war, terrorism, widespread illness, security breaches or incidents at our domestic and international locations, any one of which could result in a business stoppage and negatively affect our operating results.

Our business operations depend on our ability to maintain and protect our facilities, computer systems and personnel, which are primarily located in the San Francisco Bay Area in the United States, Bulgaria, Canada, China, Finland, France, India, the Netherlands, South Korea and Taiwan. The San Francisco Bay Area is in close proximity to known earthquake fault zones and sites of recent historic wildfires. Our facilities and transportation for our employees are susceptible to damage from earthquakes and other natural disasters such as fires, floods, droughts, extreme temperatures and similar events. Should a catastrophe disable our facilities, we do not have readily available alternative facilities from which we could conduct our business, so any resultant work stoppage could have a negative effect on our operating results. We also rely on our network infrastructure and technology systems for operational support and business activities which are subject to physical and cyber damage, and also susceptible to other related vulnerabilities common to networks and computer systems.

New epidemics, pandemics or outbreaks of novel diseases may arise at any time and may adversely affect the economies and financial markets of many countries, resulting in an economic downturn that may impact overall technology spending, demand for our products and our operating results. Furthermore, such disruption in the global financial markets may reduce our ability to access capital or our customers’ ability to pay us for past or future purchases, which could negatively affect our liquidity.

We and our suppliers could be affected by laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, contagious disease outbreaks or other matters, which could limit the supply of our materials and/or increase the cost. Environmental regulations could limit our ability to procure or use certain chemicals or materials in our operations or products. In addition, disruptions in transportation lines could delay our receipt of materials.

Acts of terrorism, climate-change related risk, widespread illness or global pandemics, international conflict, war and any event that causes failures or interruption in our network infrastructure, technology systems or supply chain could have a negative effect at our international and domestic facilities and/or those of our suppliers and could harm our business, financial condition and operating results.

We rely upon the accuracy of our customers’ recordkeeping, and any inaccuracies or payment disputes for amounts owed to us under our licensing agreements may harm our results of operations.

Many of our license agreements require our customers to document the manufacture and sale of products that incorporate our technology and report this data to us on a quarterly basis. While licenses with such terms give us the right to audit books and records of our customers to verify this information, audits rarely are undertaken because they can be expensive, time consuming and potentially detrimental to our ongoing business relationship with our customers. Therefore, we typically rely on the accuracy of the reports from customers without independently verifying the information in them. Our failure to audit our customers’ books and records may result in our receiving more or less royalties revenue than we are entitled to under the terms of our license agreements. If we conduct royalty audits in the future, such audits may trigger disagreements over contract terms with our customers and such disagreements could hamper customer relations, divert the efforts and attention of our management from normal operations and impact our business operations and financial condition.

Our business and operating results could be harmed if we undertake any restructuring activities.

From time to time, we may undertake restructurings of our business, including discontinuing certain products, services and technologies and planned reductions in force. There are several factors that could cause restructurings to have adverse effects on our business, financial condition and results of operations. These include potential disruption of our operations, the development of our technology, the deliveries to our customers and other aspects of our business. Loss of sales, service and engineering talent, in particular, could damage our business. Any restructuring would require substantial management time and attention and may divert management from other important work. Employee reductions or other restructuring activities also would cause us to incur restructuring and related expenses such as severance expenses. Moreover, we could encounter delays in executing any restructuring plans, which could cause further disruption and additional unanticipated expense.

Problems with our information systems could interfere with our business and could adversely impact our operations.

We rely on our information systems and those of third parties for fulfilling licensing and contractual obligations, processing customer orders, delivering products, providing services and support to our customers, billing and tracking our customer orders, performing accounting operations and otherwise running our business. If our systems fail, our disaster and data recovery planning and capacity may prove insufficient to enable timely recovery of important functions and business records. Any disruption in our information systems and those of the third parties upon whom we rely could have a significant impact on our business. Additionally, our information systems may not support new business models and initiatives, including with respect to AI, and significant investments could be required in order to upgrade them. Delays in adapting our information systems to address new business models and accounting standards could limit the success or result in the failure of such initiatives and impair the effectiveness of our internal controls. Even if we do not encounter these adverse effects, the implementation of these enhancements may be much more costly than we anticipated. If we are unable to successfully implement the information systems enhancements as planned, our operating results could be negatively impacted.

Certain software we use is from open source code, which, under certain circumstances, may lead to unintended consequences and therefore could materially adversely affect our business, financial condition, operating results and cash flow.

We use open source software in our operations and services and we intend to continue to use open source software in the future. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products or alleging that these companies have violated the terms of an open source license. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software or alleging that we have violated the terms of an open source license. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition or require us to devote additional research and development resources to change our solutions. In addition, if we were to combine our proprietary software solutions with open source software in certain manners, we could, under certain open source licenses, be required to publicly release the source code of our proprietary software solutions. If we inappropriately use open source software, we may be required to re-engineer our solutions, discontinue the sale of our solutions, release the source code of our proprietary software to the public at no cost or take other remedial actions. There is a risk that open source licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our solutions, which could adversely affect our business, operating results and financial condition.

In the future, we may fail to maintain an effective system of internal control over financial reporting or adequate disclosure controls and procedures, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

If we are not able to comply with the requirements of the Sarbanes-Oxley Act or if we are unable to maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to produce timely and accurate financial statements or guarantee that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Any failure of our internal control over financial reporting or disclosure controls and procedures could result in material misstatements of our consolidated financial statements, which could cause our investors to lose confidence in our publicly reported information, cause the market price of our stock to decline, expose us to sanctions or investigations by the SEC or other regulatory authorities, or impact our results of operations.

We are subject to income taxes in both the United States and various foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and, in the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. Our effective tax rate could be adversely affected by several factors, many of which are outside of our control, including changes in the mix of earnings and losses in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, rates, treaties and regulations or the interpretation of the same, changes to the financial accounting rules for income taxes, the outcome of current and future tax audits, examinations or administrative appeals and certain non-deductible expenses. For example, 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. As a result of this ruling, we determined that it is not more likely than not that the withholding taxes we paid in South Korea are recoverable. Our tax determinations are regularly subject to audit by tax authorities, and developments in those audits could adversely affect our income tax provision, and we are currently undergoing such audits of certain of our tax returns. Although we believe that our tax estimates are reasonable, the final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions, which could affect our operating results.

The Organization for Economic Co-operation and Development (“OECD”) has proposed imposing a 15% global minimum tax under the Pillar Two Model Rules (“Pillar Two”), and this proposal has been adopted or is being considered by a number

of countries. Additionally, on June 28, 2025, the G7 released a joint statement that it had reached an understanding with the United States for a side-by-side system based on certain accepted principles, including that U.S.-parented groups, such as ours, would be exempt from certain provisions of Pillar Two. In January 2026, the OECD released additional Administrative Guidance introducing new permanent safe harbors, including a Simplified Effective Tax Rate Safe Harbour and a Side-by-Side Safe Harbour (the “Safe Harbours”), that are intended to reduce compliance burdens during Pillar Two implementation. These developments may further reduce compliance requirements and clarify how U.S.-parented groups are treated under the global minimum tax framework. However, any Pillar Two tax law changes, including these two Safe Harbours, are subject to legislative enactment by foreign jurisdictions. The potential effects of Pillar Two may vary depending on the specific provisions implemented by each jurisdiction, and could affect our effective tax rate and our operating results.

In addition, many jurisdictions, including the United States, are actively considering changes to existing tax laws or have proposed or enacted new laws, such as the recently enacted U.S. federal tax legislation commonly referred to as the One Big Beautiful Bill Act, that have increased or could increase our tax obligations in countries where we do business or cause us to change the way we operate our business. Any of these developments or changes in U.S. federal, state or international tax laws or tax rulings could adversely affect our effective tax rate and our operating results.

Risks Associated with Litigation, Regulation and Our Intellectual Property

Various countries have adopted controls, license requirements and restrictions on the export, import and use of products or services that contain encryption technology. In addition, governmental agencies have proposed additional requirements for encryption technology, such as requiring the escrow and governmental recovery of private encryption keys. Restrictions on the sale or distribution of products or services containing encryption technology may impact our ability to license data security technologies to the manufacturers and providers of such products and services in certain markets or may require us or our customers to make changes to the licensed data security technology that is embedded in such products to comply with such restrictions. Government restrictions, or changes to the products or services of our customers to comply with such restrictions, could delay or prevent the acceptance and use of such customers’ products and services. In addition, the United States and other countries have imposed export controls that prohibit the export of encryption and other technology to certain countries, entities and individuals. Our failure to comply with export and use regulations concerning encryption and other technology could subject us to sanctions and penalties, including fines, and suspension or revocation of export or import privileges. Additionally, climate change concerns and the potential resulting environmental impact may result in new environmental, health and safety laws and regulations that may affect us, our suppliers and our customers. Such laws or regulations could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers or both incurring additional compliance costs that are passed on to us. These costs may adversely impact our results of operations and financial condition.

We are subject to a variety of laws and regulations in the United States, the European Union and other jurisdictions that involve, for example, user privacy, data protection and security, content, consumer protection and “conflict minerals” disclosure. Privacy and data protection and security regimes implemented in the European Union, the United Kingdom, California and other jurisdictions have been enacted that include penalties for noncompliance that potentially could run into the tens of millions of dollars. Other jurisdictions, including numerous states, countries and the U.S. federal government, are also contemplating such legislation. Existing and potential future laws and regulations relating to these matters may require us to modify our practices with respect to the collection, use, disclosure and other processing of data. Existing and proposed laws and regulations relating to these matters can be costly and challenging to comply with and can delay or impede the development of new products, result in negative publicity, increase our operating costs and subject us to claims or other remedies.

Litigation and government proceedings could affect our business in materially negative ways.

We have been and may be subject to legal claims or regulatory matters involving consumer, stockholder class action and derivative, employment, competition, IP and other issues on a global basis. Commencing in the first quarter of 2026, we have been responding to a U.S. federal grand jury subpoena in connection with a criminal investigation being conducted by the U.S. Department of Justice, Antitrust Division (“DOJ”). Litigation and other proceedings, such as we experienced in our history and the current DOJ matter, can be lengthy, expensive and disruptive to our operations, and results cannot be predicted with certainty. Any settlement of a matter or adverse decision could include monetary fines or damages, changes to our business practices, negative publicity, reputational harm, or, in cases for which injunctive relief is sought, an injunction prohibiting us from manufacturing or selling one or more of our products or technologies. As a result of the conclusion of any matter, including a settlement or an unfavorable ruling on a matter, our business, operating results or financial condition could be materially harmed.

We have in the past, and may in the future, become engaged in litigation stemming from our efforts to protect and enforce our patents and IP and make other claims, which could adversely affect our IP rights, distract our management and cause substantial expenses and declines in our revenue and stock price.

We seek to diligently protect our IP rights and will continue to do so. While we are not currently involved in IP litigation, any future litigation, whether or not determined in our favor or settled by us, would be expected to be costly, may cause delays applicable to our business (including delays in negotiating licenses with other actual or potential customers), would be expected to discourage future design partners, would tend to impair adoption of our existing technologies and would divert the efforts and attention of our management and technical personnel from other business operations. In addition, we may be unsuccessful in any litigation, including if we have difficulty obtaining the cooperation of former employees and agents who were involved in our business during the relevant periods related to our litigation and are now needed to assist in cases or testify on our behalf. Furthermore, any adverse determination or other resolution in litigation could result in our losing certain rights beyond the rights at issue in a particular case, including, among other things: our being effectively barred from suing others for violating certain or all of our IP rights; our patents being held invalid or unenforceable or not infringed; our being subjected to significant liabilities; our being required to seek licenses from third parties; our being prevented from licensing our patented technology; or our being required to renegotiate with current customers on a temporary or permanent basis.

From time to time, we are subject to proceedings by government agencies that may result in adverse determinations against us and could cause our revenue to decline substantially.

An adverse resolution by or with a governmental agency could result in severe limitations on our ability to protect and license our IP and could cause our revenue to decline substantially. Third parties have and may attempt to use adverse findings by a government agency to limit our ability to enforce or license our patents in private litigation, to challenge or otherwise act against us with respect to such government agency proceedings.

Further, third parties have sought and may seek review and reconsideration of the patentability of inventions claimed in certain of our patents by the U.S. Patent and Trademark Office (“USPTO”) and/or the European Patent Office (the “EPO”). Any re-examination or inter partes review proceedings may be initiated by the USPTO’s Patent Trial and Appeal Board (“PTAB”). The PTAB and the related former Board of Patent Appeals and Interferences have previously issued decisions in a few cases, finding some challenged claims of our patents to be valid and others to be invalid. Decisions of the PTAB are subject to further USPTO proceedings and/or appeal to the Court of Appeals for the Federal Circuit. A final adverse decision, not subject to further review and/or appeal, could invalidate some or all of the challenged patent claims and could also result in additional adverse consequences affecting other related U.S. or European patents, including in any IP litigation. If a significant number of such patents are impaired, our ability to enforce or license our IP would be significantly weakened and could cause our revenue to decline substantially.

The pendency of any governmental agency acting as described above may impair our ability to enforce or license our patents or collect royalties from existing or potential customers, as any litigation opponents may attempt to use

such proceedings to delay or otherwise impair any pending cases and our existing or potential customers may await the final outcome of any proceedings before agreeing to new licenses or to paying royalties.

Litigation or other third-party claims of IP infringement could require us to expend substantial resources and could prevent us from developing or licensing our technology on a cost-effective basis.

Our research and development and product programs are in highly competitive fields in which numerous third parties have issued patents and patent applications with claims closely related to the subject matter of our programs. We and/or our customers may be named as a defendant in lawsuits claiming that our technology infringes upon the IP rights of third parties. As we develop additional products and technology, we may face claims of infringement of various patents and other IP rights by third parties. In the event of a third-party claim or a successful infringement action against us, we may be required to pay substantial damages, to stop developing and licensing our infringing technology, to develop non-infringing technology and to obtain licenses, which could result in our paying substantial royalties or our granting of cross licenses to our technologies. We may not be able to obtain licenses from other parties at a reasonable cost, or at all, which could cause us to expend substantial resources, or result in delays in, or the cancellation of, new products. Moreover, customers and/or suppliers of our products may seek indemnification for alleged infringement of IP rights. We could be liable for direct and consequential damages and expenses including attorneys’ fees. A future obligation to indemnify our customers and/or suppliers may harm our business, financial condition and operating results.

If we are unable to protect our inventions successfully through the issuance and enforcement of patents, our operating results could be adversely affected.

We have an active program to protect our proprietary inventions through the filing of patents. There can be no assurance, however, that:

•

any current or future U.S. or foreign patent applications will be approved and not be challenged by third parties;

•

our issued patents will protect our IP and not be challenged by third parties;

•

the validity of our patents will be upheld;

•

our patents will not be declared unenforceable;

•

the patents of others will not have an adverse effect on our ability to do business;

•

Congress or the U.S. courts or foreign countries will not change the nature or scope of rights afforded to patents or patent owners or alter in an adverse way the process for seeking or enforcing patents;

•

changes in law will not be implemented, or changes in interpretation of such laws will occur, that will affect our ability to license, protect and/or enforce our patents and other IP;

•

new legal theories and strategies utilized by our competitors will not be successful;

•

others will not independently develop similar or competing chip interfaces or design around any patents that may be issued to us; or

•

factors such as difficulty in obtaining cooperation from inventors, pre-existing challenges or litigation or license or other contract issues will not present additional challenges in securing protection with respect to patents and other IP that we acquire.

If any of the above were to occur, our operating results could be adversely affected.

Furthermore, patent reform legislation, such as the Leahy-Smith America Invents Act, could increase the uncertainties and costs surrounding the prosecution of any patent applications and the enforcement or defense of our licensed patents. The federal courts, the USPTO, the Federal Trade Commission and the U.S. International Trade Commission have also taken certain actions and issued rulings that have been viewed as unfavorable to patentees. While we cannot predict what form any new patent reform laws or regulations may ultimately take, or what impact recent or future reforms may have on our business, any laws or regulations that restrict or negatively impact our ability to enforce our patent rights against third parties could have a material adverse effect on our business.

In addition, our patents will continue to expire according to their terms, with expected expiration dates ranging from 2026 to 2044. Our failure to continuously develop or acquire successful innovations and obtain patents on those innovations could significantly harm our business, financial condition, results of operations or cash flows.

Our inability to protect the IP we create and own would cause our business to suffer.

We rely primarily on a combination of license, development and nondisclosure agreements, trademark, trade secret and copyright law and contractual provisions to protect our non-patent IP rights. If we fail to protect these IP rights, our customers and others may seek to use our technology without the payment of license fees and royalties, which could weaken our competitive position, reduce our operating results and increase the likelihood of costly litigation. The growth of our business depends in part on the use of our IP in the products of third parties and our ability to enforce IP rights against them to obtain appropriate compensation. In addition, effective trade secret protection may be unavailable or limited in certain foreign countries. Although we intend to protect our rights vigorously, if we fail or are otherwise unable to do so, our business will suffer.

Effective protection of trademarks, copyrights, domain names, patent rights and other IP rights is expensive and difficult to maintain, both in terms of application and maintenance costs, as well as the costs of defending and enforcing those rights. The efforts we have taken to protect our IP rights may not be sufficient or effective. Our IP rights may be infringed, misappropriated or challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. In addition, the laws or practices of certain countries do not protect our proprietary rights to the same extent as do the laws of the United States. Significant impairments of our IP rights, and limitations on our ability to assert our IP rights against others, could have a material and adverse effect on our business.

Third parties may claim that our products or services infringe on their IP rights, exposing us to litigation that, regardless of merit, may be costly to defend.

Our success and ability to compete are also dependent upon our ability to operate without infringing upon the patent, trademark and other IP rights of others. Third parties may claim that our current or future products or services infringe upon their IP rights. Defense of any such claim, with or without merit, could be time consuming, divert management’s attention from our business operations and result in significant expenses. We cannot assure you that we would be successful in defending against any such claims. In addition, parties making these claims may be able to obtain injunctive or other equitable relief affecting our ability to commercialize the products that incorporate the challenged IP. As a result of such claims, we may be required to obtain licenses from third parties, develop alternative technology or redesign our products. We cannot be sure that such licenses would be available on terms acceptable to us, if at all. We also may not have sufficient indemnification from our applicable vendors, if any. If a successful claim is made against us and we are unable to develop or license alternative technology, our business, financial condition, operating results and cash flows could be materially adversely affected.

Any dispute regarding our products or services may require us to indemnify certain customers, the cost of which could severely hamper our business operations and financial condition.

In any potential dispute involving our products, our customers could also become the target of litigation. Some of our agreements provide for indemnification, and some require us to provide technical support and information to a customer that is involved in litigation involving use of our technology. In addition, we may be exposed to indemnification obligations, risks and liabilities that were unknown at the time that we acquired assets or businesses for our operations. Any of these indemnification and support obligations could result in substantial and material expenses. In addition to the time and expense required for us to indemnify or supply such support to our customers, a customer’s development, marketing and sales of licensed semiconductors, mobile communications and data security technologies could be severely disrupted or shut down as a result of litigation, which in turn could severely hamper our business operations and financial condition as a result of lower or no royalty payments.

We may from time to time be subject to warranty, service level agreement and product liability claims with regard to product performance and our services. We could incur material losses as a result of warranty, support, repair or replacement costs in response to customer complaints or in connection with the resolution of contemplated or actual legal proceedings relating to such claims. In addition to potential losses arising from claims and related legal proceedings, warranty and product liability claims could affect our reputation and our relationship with customers. We also may not have sufficient indemnification from our applicable vendors, if any. We generally attempt to limit the maximum amount of indemnification or liability that we could be exposed to under our contracts; however, this is not always possible.

Participation in standards setting organizations may subject us to IP licensing requirements or limitations that could adversely affect our business and prospects.

In the course of our participation in the development of emerging standards for some of our present and future products, we may be obligated to grant to all other participants a license to our patents that are essential to the practice of those standards on reasonable and non-discriminatory, or RAND, terms, or on a royalty-free basis. As a result of such obligations, we may be required to license our patents or other IP to others in the future, which could limit the value of the patents and effectiveness of our patents against competitors.

Risks Associated with Capitalization Matters

The price of our common stock may continue to fluctuate.

Our common stock is listed on The Nasdaq Global Select Market under the symbol “RMBS.” The trading price of our common stock has at times experienced price volatility and may continue to fluctuate significantly in response to various factors, some of which are beyond our control. Some of these factors include:

•

any progress, or lack of progress, real or perceived, in the development or sale of products that incorporate our innovations and in technology companies’ acceptance of our products, including the results of our efforts to expand into new target markets, such as those related to AI;

•

our signing or not signing new licenses or renewing existing licenses, and the loss of strategic relationships with any customer;

•

announcements of technological innovations or new products by us, our customers or our competitors;

•

changes in our strategies, including changes in our licensing focus and/or acquisitions or dispositions of companies or businesses with business models or target markets different from our core;

•

changes in macroeconomic conditions, increased risk of recession and geopolitical issues, including international conflict, war and changes in diplomatic and trade relationships, in particular with China, Taiwan and Central and South America, and in Europe, South Korea, Israel, Iran and the Middle East;

•

positive or negative reports by securities analysts as to our expected financial results and business developments;

•

developments with respect to patents or proprietary rights and other events or factors;

•

new litigation and the unpredictability of litigation results or settlements;

•

repurchases of our common stock on the open market;

•

issuance of additional securities by us, including in acquisitions, or large cash payments, including in acquisitions; and

•

changes in accounting pronouncements.

In addition, the stock market in general, and prices for companies in our industry in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. The trading price of our common stock may fluctuate widely due to various factors, including, but not limited to, actual or anticipated fluctuations in our financial condition and operating results, changes in financial forecasts or estimates by us or financial or other market estimates

and ratings by securities and other analysts, changes in our capital structure, including issuance of additional debt or equity to the public, interest rate changes, regulatory changes, news regarding our products or products of our competitors and broad market and industry fluctuations.

Investors in our common stock may not realize any return on their investment in us and may lose some or all of their investment. Volatility in the trading price of our common stock could also result in the filing of securities class action litigation matters, which could result in substantial costs and the diversion of management time and resources.

Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure have historically created uncertainty for companies such as ours. Any new or changed laws, regulations and standards are subject to varying interpretations due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Our amended and restated certificate of incorporation and amended and restated bylaws, Delaware law and certain other agreements contain provisions that could discourage transactions resulting in a change in control, which may negatively affect the market price of our common stock.

Our amended and restated certificate of incorporation, our amended and restated bylaws and Delaware law contain provisions that might enable our management to discourage, delay or prevent a change in control. In addition, these provisions could limit the price that investors would be willing to pay in the future for shares of our common stock. Pursuant to such provisions:

•

our board of directors is authorized, without prior stockholder approval, to create and issue preferred stock, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock, which means that a stockholder rights plan could be implemented by our board;

•

our board of directors is staggered into two classes, only one of which is elected at each annual meeting;

•

stockholder action by written consent is prohibited;

•

nominations for election to our board of directors and the submission of matters to be acted upon by stockholders at a meeting are subject to advance notice requirements, including compliance with the “universal proxy rules” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings;

•

certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws, such as notice to stockholders, the ability to call a stockholder meeting, advance notice requirements and action of stockholders by written consent may only be amended with the approval of stockholders holding 66 2/3% of our outstanding voting stock;

•

our stockholders have no authority to call special meetings of stockholders; and

•

our board of directors is expressly authorized to make, alter or repeal our bylaws.

We are also subject to Section 203 of the Delaware General Corporation Law, which provides, subject to enumerated exceptions, that if a person acquires 15% or more of our outstanding voting stock, the person is an “interested stockholder” and may not engage in any “business combination” with us for a period of three years from the time the person acquired 15% or more of our outstanding voting stock.

Our amended and restated bylaws provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated bylaws provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court in Delaware or the federal district court for the District of Delaware) is the exclusive forum for the following (except for any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction):

•

any derivative action or proceeding brought on behalf of us;

•

any action asserting a claim of breach of a fiduciary duty;

•

any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended from time to time); and

•

any action asserting a claim against us that is governed by the internal affairs doctrine.

This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction.

Our amended and restated bylaws further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find either exclusive-forum provision in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share Repurchase Program

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 following table provides information relating to repurchases of our common stock for the three months ended September 30, 2026:

Period

Total
Number
of Shares
Purchased

Average
Price Paid
per Share

Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Program

Maximum
Number of
Shares that
May Yet be
Purchased
Under the
Program

Cumulative shares repurchased as of June 30, 2026

14,484,994

32.68

14,484,994

5,515,006

July 1, 2026 - July 31, 2026 (1)

226,401

98.33

226,401

5,288,605

August 1, 2026 - August 31, 2026 (1) (2)

1,190,712

94.68

1,190,712

4,097,893

Cumulative shares repurchased as of September 30, 2026

15,902,107

(1)

During the three months ended September 30, 2026, we repurchased shares under a repurchase plan. The total number of shares of our common stock received and retired under the terms of the repurchase plan was 0.4 million, with an average price paid per share of $94.85.

(2)

During the three months ended September 30, 2026, we repurchased shares under a $100.0 million accelerated share repurchase program. The total number of shares retired under the program was 1.0 million, at an average price paid per share of $95.41.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the third quarter of 2026, no directors or officers, as defined in Rule 16a-1(f) under the Exchange Act, adopted, modified and/or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

Item 6. Exhibits

INDEX TO EXHIBITS

\n	\n	\n
Exhibit Number		Description of Document

10.1(1)		Form of ASR Agreement.

10.2*		Offer Letter between the Company and William Taulbee, dated as of August 5, 2026.

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.

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.

† The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. 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 them by reference.

(1) Incorporated by reference to Exhibit 10.1 of the Form 8-K filed on August 5, 2026.

SIGNATURE

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 thereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
		RAMBUS INC.

Date:	October 26, 2026	By:	/s/ Sumeet Gagneja
			Sumeet Gagneja
			Senior Vice President and Chief Financial Officer
			(Principal Financial and Duly Authorized Officer)

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