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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): July 28, 2025

Date of Report (Date of earliest event reported)

April 24, 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.)
(State or other jurisdiction ofincorporation)	(Commission File Number)	(I. R. S. EmployerIdentification 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 Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, $.001 Par Value	RMBS	The ~~NASDAQ~~Nasdaq Stock Market LLC
		(The NASDAQ Global Select Market)
		(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 52.~~07.~~02 ~~Submission~~– Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~April 24~~July 28, 2025, Rambus Inc. (“Rambus,” or the “Company”) ~~held its 2025 annual meeting of stockholders. There were 107,445,874 shares~~ issued, ~~outstanding~~a ~~and~~press ~~eligible~~release toannouncing ~~vote~~results atfor the ~~meeting~~quarter asended ofJune ~~the record date of February 26~~30, 2025,. ofA ~~which~~copy ~~99,212,486~~of ~~shares~~the ~~were~~press ~~represented~~release atis ~~the~~attached ~~meeting,~~as ~~constituting~~Exhibit 9299.~~33%~~1 ~~of the outstanding shares entitled~~ to ~~vote.~~this ~~The~~current ~~proposals~~report ~~considered~~on atForm ~~the~~8-K ~~meeting, each of which passed, are described in detail in the Company’s 2025 definitive proxy statement. The proposals~~ and ~~the~~is ~~vote~~incorporated ~~with~~by ~~respect~~reference ~~to each such matter are set forth below:~~ 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 (ithe “Exchange Act”), ~~ITEM~~or 1otherwise :subject ~~Election~~to the liabilities of ~~three~~that ~~Class~~section, IInor ~~directors~~shall ~~for~~it abe ~~term~~deemed incorporated by reference in any filing under the Securities Act of ~~two~~1933, ~~years~~as ~~expiring~~amended, or the Exchange Act, regardless of any general incorporation language in ~~2027:~~such filing.

Name	For		Against		Abstain		Broker Non-Votes
Emiko Higashi		74,705,013		17,243,519		62,752		7,201,202
Steven Laub		81,944,530		10,003,448		63,306		7,201,202
Eric Stang		79,780,335		12,167,430		63,519		7,201,202

Item 9.01 – Financial Statements and Exhibits.

(iid) ~~ITEM 2 : Ratification of appointment of KPMG LLP as the Company’s independent registered public accounting firm for the period ending December 31, 2025:~~Exhibits.

For		Against	Abstain
99.1	Earnings press release dated July 28, 2025.
98,941,664		128,363	142,459
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

(iii) ITEM 3 : Advisory vote to approve named executive officer compensation:

For		Against		Abstain		Broker Non-Votes
89,090,068		2,839,038		82,178		7,201,202

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 30, 2025		Rambus Inc.
Date: July 28, 2025	Rambus Inc.
		/s/ John Shinn
	/s/ Desmond Lynch
		John Shinn
	Desmond Lynch, Senior Vice President, Finance and Chief Financial Officer
		Senior Vice President and General Counsel

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