0000917273false00009172732025-04-282025-04-28


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): April 28, 2025

Rambus Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-22339 94-3112828
(State or other jurisdiction of
incorporation)		 (Commission File Number) (I. R. S. Employer
Identification No.)

4453 North First Street, Suite 100
San Jose, California 95134
(Address of principal executive offices)
(408) 462-8000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $.001 Par ValueRMBSThe Nasdaq Stock Market LLC
(The Nasdaq Global Select Market)

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

Emerging growth company ☐

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



Item 2.02 – Results of Operations and Financial Condition.

On April 28, 2025, Rambus Inc. (“Rambus,” or the “Company”) issued a press release announcing results for the quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information under Item 2.02 in this current report on Form 8-K and the related information in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.
99.1
104Cover Page Interactive Date File (formatted as inline XBRL and contained in Exhibit 101)




SIGNATURES

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

     
Date: April 28, 2025   Rambus Inc.
   
    /s/ Desmond Lynch
    Desmond Lynch, Senior Vice President, Finance and
Chief Financial Officer



Exhibit 99.1

rambuslogoa01a01a02a01a06.gif
News Release
RAMBUS REPORTS FIRST QUARTER 2025 FINANCIAL RESULTS

•Exceeded guidance for Q1 revenue and earnings
•Delivered record quarterly product revenue of $76.3 million, up 52% year over year
•Generated outstanding quarterly cash from operations of $77.4 million

SAN JOSE, Calif. – April 28, 2025 – Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the first quarter ended March 31, 2025. GAAP revenue for the first quarter was $166.7 million, licensing billings were $73.3 million, product revenue was $76.3 million, and contract and other revenue was $16.4 million. The Company also generated $77.4 million in cash provided by operating activities in the first quarter.

“We had an excellent start to 2025, beating revenue and earnings expectations for Q1 with very strong cash from operations and record product revenue from memory interface chips,” said Luc Seraphin, chief executive officer of Rambus. “Through our ongoing strategic execution and robust business model, we continued our market leadership in core DDR5 chip products and progress in new products, positioning us well to deliver long-term growth and continued value to stockholders.”

Quarterly Financial Review - GAAP
Three Months Ended
March 31,
(In millions, except for percentages and per share amounts)20252024
Revenue
Product revenue$76.3 $50.4 
Royalties74.0 47.5 
Contract and other revenue16.4 20.0 
Total revenue166.7 117.9 
Cost of product revenue30.6 20.0 
Cost of contract and other revenue0.6 0.6 
Amortization of acquired intangible assets (included in total cost of revenue)1.7 3.1 
Total operating expenses (1)
70.7 64.1 
Operating income$63.1 $30.1 
Operating margin38 %26 %
Net income $60.3 $32.9 
Diluted net income per share$0.56 $0.30 
Net cash provided by operating activities$77.4 $39.1 
_________________________________________
(1)    Includes amortization of acquired intangible assets of approximately $0.2 million for the three months ended March 31, 2024.



Quarterly Financial Review - Supplemental Information(1)
Three Months Ended
March 31,
(In millions)20252024
Licensing billings (operational metric) (2)
$73.3 $63.2 
Product revenue (GAAP)$76.3 $50.4 
Contract and other revenue (GAAP)$16.4 $20.0 
Non-GAAP cost of product revenue$30.4 $19.9 
Cost of contract and other revenue (GAAP)$0.6 $0.6 
Non-GAAP total operating expenses$59.4 $53.7 
Interest and other income (expense), net (GAAP)$4.5 $4.2 
Diluted share count (GAAP)109 110 
_________________________________________
(1)    See “Supplemental Reconciliation of GAAP to Non-GAAP Results” table included below.

(2)    Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.

GAAP revenue for the quarter was $166.7 million. The Company also had licensing billings of $73.3 million, product revenue of $76.3 million, and contract and other revenue of $16.4 million. The Company had total GAAP cost of revenue of $32.9 million and operating expenses of $70.7 million. The Company also had total non-GAAP operating expenses of $90.4 million (including non-GAAP cost of revenue of $31.0 million). The Company had GAAP diluted net income per share of $0.56. The Company’s basic share count was 107 million shares and its diluted share count was 109 million shares.

Cash, cash equivalents, and marketable securities as of March 31, 2025 were $514.4 million, an increase of $32.6 million as compared to December 31, 2024, mainly due to $77.4 million in cash provided by operating activities, offset by $30.8 million in payments of taxes on restricted stock units and $7.9 million paid to acquire property and equipment.

2025 Second Quarter Outlook

The Company will discuss its full revenue guidance for the second quarter of 2025 during its upcoming conference call. The following table sets forth the second quarter outlook for other measures.
(In millions)GAAP
Non-GAAP (1)
Licensing billings (operational metric) (2)
$64 - $70$64 - $70
Product revenue (GAAP)$77 - $83$77 - $83
Contract and other revenue (GAAP)$17 - $23$17 - $23
Total operating costs and expenses$110 - $106$94 - $90
Interest and other income (expense), net$4$4
Diluted share count109109
_________________________________________
(1)    See “Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates” table included below.
(2)    Licensing billings is an operational metric that reflects amounts invoiced to our licensing customers during the period, as adjusted for certain differences relating to advanced payments for variable licensing agreements.

For the second quarter of 2025, the Company expects licensing billings to be between $64 million and $70 million. The Company also expects royalty revenue to be between $67 million and $73 million, product revenue to be between $77 million and $83 million, and contract and other revenue to be between $17 million and $23 million. Revenue is not without risk and achieving revenue in this range will require that the Company sign customer agreements for various product sales and solutions licensing, among other matters.

The Company also expects operating costs and expenses to be between $110 million and $106 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $94 million and $90 million. These expectations also assume a tax rate of 20% and a diluted share count of 109 million, and exclude stock-based compensation expense of $14 million and amortization of acquired intangible assets of $2 million.



Conference Call

The Company’s management will discuss the results of the quarter during a conference call scheduled for 2:00 p.m. PT today. The call will be audio and slides will be available online at investor.rambus.com and a replay will be available for the next week at the following numbers: (866) 813-9403 (domestic) or (+1) 929-458-6194 (international) with ID# 214203.

Non-GAAP Financial Information

In the commentary set forth above and in the financial statements included in this earnings release, the Company presents the cost of product revenue and operating expenses as non-GAAP financial measures. In computing each of these non-GAAP financial measures, the following items were considered as discussed below: stock-based compensation expense, acquisition-related costs and retention bonus expense, amortization of acquired intangible assets, and certain other one-time adjustments. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated. Management believes the non-GAAP financial measures are appropriate for both its own assessment of, and to show investors, how the Company’s performance compares to other periods. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. A reconciliation from GAAP to non-GAAP results is included in the financial statements contained in this release.

The Company’s non-GAAP financial measures reflect adjustments based on the following items:

Stock-based compensation expense. These expenses primarily relate to employee stock purchase plans, and employee non-vested equity stock and non-vested stock units. The Company excludes stock-based compensation expense from its non-GAAP measures primarily because such expenses are non-cash expenses that the Company does not believe are reflective of ongoing operating results. Additionally, given the fact that other companies may grant different amounts and types of equity awards and may use different option valuation assumptions, excluding stock-based compensation expense permits more accurate comparisons of the Company’s results with peer companies.

Acquisition-related costs and retention bonus expense. These expenses include all direct costs of certain acquisitions and the current periods’ portion of any retention bonus expense associated with the acquisitions. The Company excludes these expenses in order to provide better comparability between periods as they are related to acquisitions and have no direct correlation to the Company’s operations.

Amortization of acquired intangible assets. The Company incurs expenses for the amortization of intangible assets acquired in acquisitions. The Company excludes these items because these expenses are not reflective of ongoing operating results in the period incurred. These amounts arise from the Company’s prior acquisitions and have no direct correlation to the operation of the Company’s core business.

Change in fair value of earn-out liability. This change is due to adjustments to acquisition purchase consideration. The Company excludes these adjustments because such adjustments are not directly related to ongoing business results and do not reflect expected future operating expenses.

Income tax adjustments. For purposes of internal forecasting, planning and analyzing future periods that assume net income from operations, the Company estimates a fixed, long-term projected tax rate of approximately 20 percent and 22 percent for 2025 and 2024, respectively, which consists of estimated U.S. federal and state tax rates, and excludes tax rates associated with certain items such as withholding tax, tax credits, deferred tax asset valuation allowance and the release of any deferred tax asset valuation allowance. Accordingly, the Company has applied these tax rates to its non-GAAP financial results for all periods in the relevant years to assist the Company’s planning.

On occasion in the future, there may be other items, such as significant gains or losses from contingencies, that the Company may exclude in deriving its non-GAAP financial measures if it believes that doing so is consistent with the goal of providing useful information to investors and management.

About Rambus Inc.

Rambus is a global semiconductor company dedicated to enabling the future of the data center and artificial intelligence (“AI”) by delivering innovative memory and security solutions that address the evolving needs of the industry. As a pioneer with 35 years of advanced semiconductor design experience, Rambus is at the forefront of enabling the next era of AI-driven


computing, addressing the critical challenges of accelerating and securing data movement in the data center, edge, and client markets. Rambus is a leader in high-performance memory subsystems, offering a balanced and diverse portfolio of products encompassing chips and silicon intellectual property (IP). Focusing primarily on the data center, our innovative solutions maximize performance and security in computationally intensive systems. For more information, visit rambus.com.
Forward-Looking Statements

This release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, including those relating to Rambus’ expectations regarding business opportunities, the Company’s ability to deliver long-term, profitable growth, product and investment strategies, and the Company’s outlook and financial guidance for the second quarter of 2025 and related drivers, and the Company’s ability to effectively manage market challenges. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by the Company’s management. Actual results may differ materially. The Company’s business generally is subject to a number of risks which are described more fully in Rambus’ periodic reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

Contact

Desmond Lynch
Senior Vice President, Finance and Chief Financial Officer
(408) 462-8000
dlynch@rambus.com

Source: Rambus Inc.



Rambus Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

(In thousands)
March 31,
2025		December 31,
2024
ASSETS


Current assets:


Cash and cash equivalents
$132,185 $99,775 
Marketable securities
382,204 382,023 
Accounts receivable
119,142 122,813 
Unbilled receivables
23,624 25,070 
Inventories
44,701 44,634 
Prepaids and other current assets
17,600 15,942 
Total current assets
719,456 690,257 
Intangible assets, net
15,347 17,059 
Goodwill
286,812 286,812 
Property and equipment, net
81,988 75,509 
Operating lease right-of-use assets20,369 21,454 
Deferred tax assets
134,230 136,466 
Income taxes receivable115,898 109,947 
Other assets
5,265 5,632 
Total assets
$1,379,365 $1,343,136 
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$16,356 $18,522 
Accrued salaries and benefits
14,157 19,193 
Deferred revenue
20,336 19,903 
EDA tools software licenses liability8,086 8,438 
Operating lease liabilities
5,727 5,617 
Other current liabilities
6,200 10,139 
Total current liabilities
70,862 81,812 
Long-term operating lease liabilities
23,467 24,534 
Long-term income taxes payable
115,124 109,383 
Other long-term liabilities
10,075 6,715 
Total long-term liabilities
148,666 140,632 
Total stockholders’ equity
1,159,837 1,120,692 
Total liabilities and stockholders’ equity
$1,379,365 $1,343,136 





Rambus Inc.
Condensed Consolidated Statements of Income
(Unaudited)

Three Months Ended
March 31,
(In thousands, except per share amounts)
20252024
Revenue:
Product revenue
$76,309 $50,360 
Royalties
73,975 47,476 
Contract and other revenue
16,380 20,035 
Total revenue
166,664 117,871 
Cost of revenue:
Cost of product revenue
30,583 20,048 
Cost of contract and other revenue
546 555 
Amortization of acquired intangible assets
1,713 3,056 
Total cost of revenue
32,842 23,659 
Gross profit
133,822 94,212 
Operating expenses:
Research and development
42,620 37,359 
Sales, general and administrative
28,058 25,827 
Amortization of acquired intangible assets
— 195 
Change in fair value of earn-out liability
— 700 
Total operating expenses
70,678 64,081 
Operating income
63,144 30,131 
Interest income and other income (expense), net
4,856 4,587 
Interest expense
(377)(366)
Interest and other income (expense), net
4,479 4,221 
Income before income taxes
67,623 34,352 
Provision for income taxes
7,320 1,454 
Net income
$60,303 $32,898 
Net income per share:
Basic
$0.56 $0.30 
Diluted
$0.56 $0.30 
Weighted average shares used in per share calculation
Basic
107,236 108,090 
Diluted
108,628 110,037 




Rambus Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Results
(Unaudited)

Three Months Ended
March 31,
(In thousands)20252024
Cost of product revenue$30,583 $20,048 
Adjustment:
Stock-based compensation expense(162)(124)
Non-GAAP cost of product revenue$30,421 $19,924 
Total operating expenses $70,678 $64,081 
Adjustments:
Stock-based compensation expense(11,221)(9,372)
Acquisition-related costs and retention bonus expense(21)(111)
Amortization of acquired intangible assets— (195)
Change in fair value of earn-out liability— (700)
Non-GAAP total operating expenses$59,436 $53,703 




Rambus Inc.
Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates
(Unaudited)

2025 Second Quarter Outlook
Three Months Ended
June 30, 2025
(In millions)LowHigh
Forward-looking operating costs and expenses$110 $106 
Adjustments:
Stock-based compensation expense(14)(14)
Amortization of acquired intangible assets(2)(2)
Forward-looking Non-GAAP operating costs and expenses$94 $90 



v3.25.1
Document and Entity Information Document
Apr. 28, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Apr. 28, 2025
Entity Registrant Name Rambus Inc
Entity Central Index Key 0000917273
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 000-22339
Entity Tax Identification Number 94-3112828
Entity Address, Address Line One 4453 North First Street
Entity Address, City or Town San Jose
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95134
City Area Code 408
Local Phone Number 462-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $.001 Par Value
Trading Symbol RMBS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Address, Address Line Two Suite 100
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