Rambus (RMBS) 8-KDeparture of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 27, 2023

Rambus Inc.

(Exact name of registrant as specified in its charter)

(408) 462-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

On July 27, 2023, Rambus Inc. (the “Company”) appointed John Allen to the position of Vice President, Accounting and Chief Accounting Officer, effective as of August 1, 2023.

Mr. Allen currently serves as the Company’s Vice President, Accounting and has served in that role since March 2023. Previously, Mr. Allen served as Senior Vice President, Corporate Controller of Xperi Inc., a consumer and entertainment technology company, from 2012 to March 2023. Mr. Allen received a BA degree in Business Economics from the University of California, Santa Barbara in 1985.

There is no arrangement or understanding between Mr. Allen and any other person pursuant to which Mr. Allen was appointed as Vice President, Accounting and Chief Accounting Officer. There are no family relationships between Mr. Allen and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Allen’s annual compensation consists of a base salary of $350,000, a target bonus of $140,000, and a restricted stock unit grant of $450,000.

In accordance with the Company’s customary practice, the Company will enter into its standard form of indemnification agreement with Mr. Allen, which will require the Company to indemnify him against certain liabilities that may arise as a result of his status or service as an officer. Mr. Allen will also be eligible to participate in the Company’s benefits plans, policies, and arrangements applicable to other executive officers of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.