“Des has been a valued partner in supporting the company’s continued momentum, and we thank him for his many contributions,” said Luc Seraphin, chief executive officer at Rambus. “With John serving as interim CFO, backed by our strong finance organization, we are confident in our ongoing ability to execute on our growth strategy and deliver long‑term value.”

“It has been a privilege to serve as CFO of Rambus and work alongside such a talented global team,” said Desmond Lynch. “I am proud of the financial and operational milestones Rambus achieved, and look forward to following the continued success of the company.”

Separately, Rambus is reaffirming its previously issued guidance for the first quarter of fiscal year 2026.

About Rambus Inc.
Rambus delivers industry-leading chips and silicon IP for the data center and AI infrastructure. With over three decades of advanced semiconductor experience, our products and technologies address the critical bottlenecks between memory and processing to accelerate data-intensive workloads. By enabling greater bandwidth, efficiency and security across next‑generation computing platforms, we make data faster and safer. 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 the Company’s outlook and financial guidance for the first quarter of 2026. 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:

Nicole Noutsios
Rambus Investor Relations
(510) 315-1003
rambus@nmnadvisors.com

SAN JOSE, Calif. – February 2, 2026 – Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the fourth quarter ended December 31, 2025. GAAP revenue for the fourth quarter was $190.2 million, licensing billings were $71.5 million, product revenue was $96.8 million, and contract and other revenue was $21.8 million. The Company also generated $99.8 million in cash from operating activities in the fourth quarter.

“2025 was a record-breaking year for Rambus, delivering strong growth in revenue and earnings, and new quarterly and annual highs for product revenue and cash from operations,” said Luc Seraphin, president and chief executive officer of Rambus. “Our sustained leadership in DDR5 RCDs and growing contributions from new products drove substantial year-over-year product growth. With a robust roadmap and deep expertise aligned to the secular trends transforming data center and AI, we are well positioned to meet industry needs and drive long‑term profitable growth.”

⁽¹⁾   See “Supplemental Reconciliation of GAAP to Non-GAAP Results” table included below. Note that the applicable non-GAAP measures are presented and that revenue and cash provided by operating activities are solely presented on a GAAP basis. Additionally, licensing billings is presented as an operational metric, which is defined 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 agreement.

GAAP revenue for the quarter was $190.2 million, which was above the Company’s expectations. The Company also had licensing billings of $71.5 million, product revenue of $96.8 million, and contract and other revenue of $21.8 million. The Company had total GAAP cost of revenue of $40.2 million and operating expenses of $79.2 million. The Company also had total non-GAAP operating expenses of $103.2 million (including non-GAAP cost of revenue of $38.3 million). The Company’s provision for income taxes for the three months ended December 31, 2025 of $13.4 million was significantly higher than in the same period in 2024 partially due to the tax legislation enacted in the third quarter of 2025. The Company had GAAP diluted net income per share of $0.58 and non-GAAP diluted net income per share of $0.68. The Company’s basic share count was 108 million shares and its diluted share count was 110 million shares.

Cash, cash equivalents, and marketable securities as of December 31, 2025 were $761.8 million, an increase of $88.5 million as compared to September 30, 2025, mainly due to $99.8 million in cash provided by operating activities, offset by $8.6 million paid for capital expenditures.

2026 First Quarter Outlook

The Company will discuss its full revenue guidance for the first quarter of 2026 during its upcoming conference call. The following table sets forth the first quarter outlook for other measures.

⁽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 first quarter of 2026, the Company expects licensing billings to be between $66 million and $72 million. The Company also expects royalty revenue to be between $61 million and $67 million, product revenue to be between $84 million and $90 million, and contract and other revenue to be between $21 million and $27 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 $121 million and $117 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $104 million and $100 million. These expectations also assume a tax rate of 16% and a diluted share count of 110 million, and exclude stock-based compensation expense of $15 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, 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# 958497.

Non-GAAP Financial Information

In the commentary set forth above and in the financial statements included in this earnings release, the Company presents the following non-GAAP financial measures: cost of product revenue, operating expenses, operating income, operating margin, net income and diluted net income per share. 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, income tax adjustment, 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.

Income tax adjustment. 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 delivers industry-leading chips and silicon IP for the data center and AI infrastructure. With over three decades of advanced semiconductor experience, our products and technologies address the critical bottlenecks between memory and processing to accelerate data-intensive workloads. By enabling greater bandwidth, efficiency and security across next-generation computing platforms, we make data faster and safer. 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 first quarter of 2026 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

Rambus Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

Rambus Inc.
Condensed Consolidated Statements of Income
(Unaudited)

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

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

SAN JOSE, Calif. – October 27, 2025 – Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the third quarter ended September 30, 2025. GAAP revenue for the third quarter was $178.5 million, licensing billings were $66.1 million, product revenue was $93.3 million, and contract and other revenue was $20.1 million. The Company also generated $88.4 million in cash from operating activities in the third quarter.

“Rambus delivered a very strong third quarter, with record product revenue and excellent cash from operations, while continuing to execute on our strategic roadmap,” said Luc Seraphin, president and chief executive officer of Rambus. “Sustained DDR5 product leadership and ramping contributions from new products put us on track to deliver full-year product revenue growth that outpaces the market. Leveraging our core expertise in signal- and power-integrity, we are well positioned amid strong secular trends in data center and AI to drive long-term profitable growth.”

⁽¹⁾    Includes amortization of acquired intangible assets of approximately $0.1 million for the three months ended September 30, 2024.

⁽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 $178.5 million, which was above the Company’s expectations. The Company also had licensing billings of $66.1 million, product revenue of $93.3 million, and contract and other revenue of $20.1 million. The Company had total GAAP cost of revenue of $36.5 million and operating expenses of $78.7 million. The Company also had total non-GAAP operating expenses of $99.3 million (including non-GAAP cost of revenue of $34.7 million). The Company’s provision for income taxes for the three months ended September 30, 2025, of $20.9 million was significantly higher than in the same period in 2024 due to the recent changes in tax legislation enacted in the third quarter of 2025. The Company had GAAP diluted net income per share of $0.44. The Company’s basic share count was 108 million shares and its diluted share count was 109 million shares.

Cash, cash equivalents, and marketable securities as of September 30, 2025 were $673.3 million, an increase of $78.5 million as compared to June 30, 2025, mainly due to $88.4 million in cash provided by operating activities, offset by $8.4 million paid for capital expenditures.

2025 Fourth Quarter Outlook

The Company will discuss its full revenue guidance for the fourth quarter of 2025 during its upcoming conference call. The following table sets forth the fourth quarter outlook for other measures.

⁽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 fourth quarter of 2025, the Company expects licensing billings to be between $60 million and $66 million. The Company also expects royalty revenue to be between $59 million and $65 million, product revenue to be between $94 million and $100 million, and contract and other revenue to be between $25 million and $31 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 $120 million and $116 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $103 million and $99 million. These expectations also assume a tax rate of 20% and a diluted share count of 109.5 million, and exclude stock-based compensation expense of $15 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, 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# 786764.

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, change in fair value of earn-out liability, 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 provider of industry-leading chips and silicon IP making data faster and safer. With 35 years of advanced semiconductor experience, we are a pioneer in high-performance memory solutions that solve the bottleneck between memory and processing for data-intensive systems. Whether in the cloud, at the edge or in your hand, real-time and immersive applications depend on data throughput and integrity. Rambus products and innovations deliver the increased bandwidth, capacity and security required to meet the world’s data needs and drive ever-greater end-user experiences. 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 fourth 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

Rambus Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

Rambus Inc.
Condensed Consolidated Statements of Income
(Unaudited)

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

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

SAN JOSE, Calif. – July 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 second quarter ended June 30, 2025. GAAP revenue for the second quarter was $172.2 million, licensing billings were $66.4 million, product revenue was $81.3 million, and contract and other revenue was $22.3 million. The Company also generated $94.4 million in cash provided by operating activities in the second quarter.

“Rambus delivered a very strong Q2, with record product revenue and record cash generation reflecting the strength of our business model and execution,” said Luc Seraphin, president and chief executive officer of Rambus. “Our chip business continues to be a key growth engine for the company. With sustained leadership in DDR5 memory interface chips and growing traction for new products, we are well positioned to capitalize on the accelerating demand for high-performance computing and AI infrastructure and drive long-term profitable growth.”

1. Includes amortization of acquired intangible assets of approximately $0.2 million for the three months ended June 30, 2024.

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 $172.2 million. The Company also had licensing billings of $66.4 million, product revenue of $81.3 million, and contract and other revenue of $22.3 million. The Company had total GAAP cost of revenue of $34.8 million and operating expenses of $74.4 million. The Company also had total non-GAAP operating expenses of $93.2 million (including non-GAAP cost of revenue of $32.8 million). The Company had GAAP diluted net income per share of $0.53. The Company’s basic share count was 108 million shares and its diluted share count was 109 million shares.

Cash, cash equivalents, and marketable securities as of June 30, 2025 were $594.8 million, an increase of $80.4 million as compared to March 31, 2025, mainly due to $94.4 million in cash provided by operating activities, offset by $10.4 million paid  for capital expenditures.

2025 Third Quarter Outlook

The Company will discuss its full revenue guidance for the third quarter of 2025 during its upcoming conference call. The following table sets forth the third quarter outlook for other measures.

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 third quarter of 2025, the Company expects licensing billings to be between $58 million and $64 million. The Company also expects royalty revenue to be between $57 million and $63 million, product revenue to be between $87 million and $93 million, and contract and other revenue to be between $22 million and $28 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 $115 million and $111 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $98 million and $94 million. These expectations also assume a tax rate of 20% and a diluted share count of 108.5 million, and exclude stock-based compensation expense of $15 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# 136025.

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, impairment of assets, change in fair value of earn-out liability, 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.

Impairment of assets. These charges primarily consist of non-cash charges to property and equipment assets, which are excluded because such charges are non-recurring and do not reduce the Company’s liquidity.

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.

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 third 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

Rambus Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

Rambus Inc.
Condensed Consolidated Statements of Income
(Unaudited)

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

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

• Introduces industry-leading LPDDR5 CAMM2 PMIC and DDR5 Gen 2 Client PMIC alongside Client Clock Driver and SPD Hub for high-performance notebooks, desktops and workstations
• Supports wide range of module performance and capacity use cases in LPCAMM2, CUDIMM and CSODIMM form factors
• Expands memory chipset offering to cover all JEDEC defined memory modules for servers and PCs

SAN JOSE, Calif. – May 13, 2025 – Rambus Inc. (NASDAQ: RMBS), a premier chip and silicon IP provider making data faster and safer, today announced the availability of complete client chipsets for next-generation AI PC memory modules, featuring two new Power Management ICs (PMICs) for client computing. PMICs are critical to efficiently power memory modules providing breakthrough levels of performance for advanced computing applications. The two new Rambus industry-leading PMICs are the PMIC5200, for LPDDR5 CAMM2 (LPCAMM2) memory modules and the PMIC5120, which supports DDR5 CSODIMMs and CUDIMMs.

These PMICs, alongside the Client Clock Driver (CKD) and Serial Presence Detect Hub (SPD Hub), comprise a complete chipset offering to enable memory modules for AI PC notebooks, desktops and workstations. Further, with the addition of these new PMICs, Rambus now offers complete memory interface chipsets for all JEDEC standard DDR5 and LPDDR5 memory modules for both servers and clients.

“The proliferation of AI-enabled client systems is driving new memory subsystem requirements that demand modules delivering higher bandwidth and optimized power efficiency,” said Rami Sethi, SVP and general manager of Memory Interface Chips at Rambus. “Having established a leadership position with the introduction of our DDR5 server PMIC family, we’re now extending that leadership with two client PMICs that round out a complete DDR5 and LPDDR5 client memory module chipset, which also includes our Client Clock Driver and SPD Hub. Our memory interface chipsets, for LPCAMM2 and DDR5 CUDIMMs and CSODIMMs, enable our customers to address the broad range of form factor, capacity and bandwidth options required by this next wave of exciting AI PC platforms.”

“Micron’s first-to-market leadership in LPCAMM2 technology is advancing computing performance in AI PCs while disrupting the industry with unprecedented modularity and flexibility,” said Ross Dermott, vice president of mobile product line management in Micron’s Mobile and Client Business Unit. “Rambus’ latest PMIC solutions are a critical component in our next-generation LPCAMM2 modules — allowing us to push the boundaries of memory performance and strengthen our gen-over-gen LPCAMM2 industry leadership.”

“AI PCs powered by Intel processors ushers in a new era of productivity, creativity and entertainment experience. The latest Intel® Core Ultra processors family features cutting-edge AI enhancements, increased efficiency and performance improvements,” said Dimitrios Ziakas, VP of Memory & IO Technologies, Intel Corporation. “From ultra-thin notebooks to the most powerful workstations, Rambus memory interface chips can support the multitude of form factors both businesses and consumers will employ to harness the power of AI.”

“As the rapid evolution of AI reshapes the PC market, the demands on memory bandwidth and capacity will only accelerate,” said Brandon Hoff, executive analyst at IDC.  “High-performance LPDDR5 and DDR5 memory modules, enabled by advanced memory interface chipsets, will be key to unlocking the tremendous possibilities of AI.”

As data rates continue to rise to support the needs of AI and other advanced workloads, signal integrity (SI) and power integrity (PI) management become increasingly vital. With 35 years of high-performance memory experience, Rambus is renowned for its SI/PI expertise. This expertise helps enable DDR5 and LPDDR5 memory interface chips to deliver superior signal integrity and power efficiency at higher performance for server and client DIMMs.

To deliver the highest levels of performance and reliability, Rambus offers complete memory interface chipsets for all JEDEC standard DDR5 and LPDDR5 memory modules, including:

• LPCAMM2 Chipset: PMIC5200, SPD Hub
• DDR5 CSODIMM and CUDIMM Chipset: Client Clock Driver (CKD), PMIC5120, SPD Hub
• DDR5 RDIMM 4800 – 8000 Chipsets: Registering Clock Driver (RCD), PMIC, Serial Presence Detect Hub (SPD Hub), Temperature Sensor ICs (TS)
• DDR5 MRDIMM 12800 Chipset: Multiplexing Registering Clock Driver (MRCD), Multiplexing Data Buffer (MDB), PMIC, SPD Hub, TS

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Rambus will be at COMPUTEX 2025 in Taipei sharing the latest information on the LPDDR5 and DDR5 Client DIMM chipsets. Reach out to schedule a meeting with our memory interface chip experts here.

More Information:
Learn more about the Rambus DDR5 and LPDDR5 Client DIMM Chipsets here.

Press Contact:
Cori Pasinetti
Rambus Corporate Communications
t: (650) 309-6226
cpasinetti@rambus.com

Forward-looking statements
Information set forth in this press release, including statements as to Rambus’ outlook and financial estimates and statements as to the expected timing and effects of Rambus products, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

These statements are based on various assumptions and the current expectations of the management of Rambus and may not be accurate because of risks and uncertainties surrounding these assumptions and expectations. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, or what effect they will have on the operations or financial condition of Rambus. Forward-looking statements included herein are made as of the date hereof, and Rambus undertakes no obligation to publicly update or revise any forward-looking statement unless required to do so by federal securities laws.

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.”

_________________________________________

⁽¹⁾   Includes amortization of acquired intangible assets of approximately $0.2 million for the three months ended March 31, 2024.

_________________________________________

⁽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.

_________________________________________

⁽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.

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

Rambus Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

Rambus Inc.
Condensed Consolidated Statements of Income
(Unaudited)

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

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

• Offers multi-tiered architecture with progressively higher levels of functionality and security for unmatched customer flexibility
• Supports fast time to market with security solutions spanning a broad set of certifications including FIPS, SESIP, PSA and ISO 26262 & 21434
• Safeguards against current and future cyberthreats with industry-leading anti-tamper and Quantum Safe protection

SAN JOSE, Calif. – March 10, 2025 – Rambus Inc. (NASDAQ: RMBS), a premier chip and silicon IP provider making data faster and safer, today announced the introduction of its next-generation CryptoManager Security IP solutions including Root of Trust, Hub and Core families. The CryptoManager Security IP offerings deliver progressively higher levels of functional integration and security, enabling customers to choose the level of security features and capabilities best suited to their unique requirements.

The CryptoManager Root of Trust delivers a fully-turnkey solution and offers the industry’s first Quantum Safe boot flow. The CryptoManager Hub provides the ideal combination of proven cryptographic building blocks for customers designing their own root of trust or secure processor. With support for a broad set of security functionality and certifications, Rambus CryptoManager Security IP solutions help customers accelerate the time to market of chips for the data center, AI and other advanced applications.

“The pace of value creation in the data center driven by AI is unprecedented, and the need to protect this value grows commensurately,” said Matt Jones, SVP and general manager of Silicon IP at Rambus. “The multi-tiered architecture of our new generation CryptoManager Security IP lets us serve a broader set of customers with solutions that provide an unrivaled level of flexibility and industry-leading protection of valuable hardware and data assets.”

“Rebellions builds energy-efficient AI accelerators optimized for Generative AI workloads in Data Center and Enterprise Inference applications,” said Sunghyun Park, co-founder & CEO of Rebellions. “Security is a critical component for ensuring the confidentiality, integrity, authenticity, and availability of data and devices. The CryptoManager solutions from Rambus offer a range of options to meet our performance, security, and area requirements, so we can fully address our customer application demands.”

CryptoManager Security IP solutions include:

• CryptoManager Root of Trust products offer fully programmable security processor functionality including multithreading and multi-host capabilities. A complete turnkey solution, the CryptoManager Root of Trust family represents the highest level of security integration with advanced anti-tamper and Quantum Safe protection for boot and HW acceleration.
• CryptoManager Hub products are the ultimate solution for customers looking to build their own Root of Trust or security processor, ensuring unparalleled protection and performance. CryptoManager Hub products feature a state-of-the-art suite of symmetric, asymmetric, and Quantum Safe cryptographic accelerators along with certified true random number generators designed to meet the highest security standards for a broad set of applications.
• CryptoManager Core products are a state-of-the-art suite of symmetric cryptographic accelerators designed to provide unmatched flexibility for customers building their own Root of Trust solutions.

More Information
CryptoManager Security IP products are certified to FIPS 140-3, SESIP, PSA, ISO 26262 and ISO 21434 for applications across data center, automotive, government and military. For more details, visit Rambus Security IP. Rambus will host a webinar “Implementing State-of-the-Art Digital Protection with Rambus CryptoManager Security IP,” discussing the application and implementation of CryptoManager Security IP products on April 16, 2025 from 10:00am – 11:00am PT. Additional info on the next-gen CryptoManager Security IP solutions including Root of Trust, Hub and Core families can be found on the Rambus blog, “Rambus CryptoManager Root of Trust Solutions Tailor Security Capabilities to Specific Customer Needs with New Three-Tier Architecture.”

SAN JOSE, Calif. – February 3, 2025 – Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the fourth quarter ended December 31, 2024. GAAP revenue for the fourth quarter was $161.1 million; licensing billings were $63.6 million, product revenue was $73.4 million, and contract and other revenue was $29.5 million. The Company also generated $59.0 million in cash provided by operating activities in the fourth quarter.

“We finished 2024 strongly with sequential and year-over-year growth, delivering record annual product revenue and cash from operations,” said Luc Seraphin, chief executive officer of Rambus. “We expanded our addressable market with a record number of new product introductions throughout the year and gained share through continued product leadership. As AI continues to accelerate performance demands across the computing landscape, we are well positioned to deliver long-term growth and continued stockholder return.”

____________________________

⁽¹⁾   Includes amortization of acquired intangibles of approximately $0.2 million for the three months ended December 31, 2023. Amortization of acquired intangibles was immaterial for the three months ended December 31, 2024.

____________________________

⁽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 $161.1 million. The Company also had licensing billings of $63.6 million, product revenue of $73.4 million, and contract and other revenue of $29.5 million. The Company had total GAAP cost of revenue of $31.5 million and operating expenses of $71.7 million. The Company also had total non-GAAP operating expenses of $89.1 million (including non-GAAP cost of revenue of $29 million). The Company had GAAP diluted net income per share of $0.58. The Company’s basic share count was 107 million shares and its diluted share count was 108 million shares.

Cash, cash equivalents, and marketable securities as of December 31, 2024 were $481.8 million, an increase of $49.1 million as compared to September 30, 2024, mainly due to cash provided by operating activities of approximately $59 million. Cash provided by operating activities for the year ended December 31, 2024 was $230.6 million.

2025 First Quarter Outlook

The Company will discuss its full revenue guidance for the first quarter of 2025 during its upcoming conference call. The following table sets forth first quarter outlook for other measures.

____________________________

⁽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 first quarter of 2025, the Company expects licensing billings to be between $59 million and $65 million. The Company also expects royalty revenue to be between $56 million and $62 million, product revenue to be between $72 million and $78 million and contract and other revenue to be between $22 million and $28 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 $105 million and $101 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $91 million and $87 million. These expectations also assume a tax rate of 20% and diluted share count of 108 million, and exclude stock-based compensation expense of $12 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# 691793.

Non-GAAP Financial Information

In the commentary set forth above and in the financial statements included in this earnings release, the Company presents the following non-GAAP financial measures: cost of product revenue, operating expenses and interest and other income (expense), net. In computing each of these non-GAAP financial measures, the following items were considered as discussed below: stock-based compensation expense, acquisition/divestiture-related costs and retention bonus expense, amortization of acquired intangible assets, restructuring and other charges (recoveries), (gain) loss on divestiture, expense on abandoned operating leases, change in fair value of earn-out liability, gain on sale of non-marketable equity security, 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 options, 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/divestiture-related costs and retention bonus expense. These expenses include all direct costs of certain acquisitions, divestitures 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 divestitures 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.

Restructuring and other charges (recoveries). These charges (recoveries) may consist of severance, contractual retention payments, exit costs and other charges and are excluded because such charges (recoveries) are not directly related to ongoing business results and do not reflect expected future operating expenses.

(Gain) loss on divestiture. Reflects the (gain) loss on the sale of the Company’s PHY IP business. The Company excludes these charges (benefits) because such charges (benefits) are not directly related to ongoing business results and do not reflect expected future operating expenses (benefits).

Expense on abandoned operating leases. Reflects the expense on building leases that were abandoned. The Company excludes these charges because such charges are not directly related to ongoing business results and do not reflect expected future operating expenses.

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.

Gain on sale of non-marketable equity security. The Company has excluded gain on sale of non-marketable equity security as this is not a reflection of the Company’s ongoing operations.

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 22 percent and 24 percent for 2024 and 2023, 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.

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 first 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

Rambus Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

Rambus Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

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

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

SAN JOSE, Calif. – Dec. 10, 2024 – Rambus Inc. (NASDAQ: RMBS), a premier chip and silicon IP provider making data faster and safer, today announced it has extended the term of its comprehensive patent license agreement with Micron Technology, Inc. for an additional five years. The extension maintains the existing licensing terms, providing Micron with broad access to the Rambus patent portfolio through late 2029. Other terms and details are confidential.

“We are very pleased to continue our strategic relationship with Micron,” said Luc Seraphin, president and chief executive officer of Rambus. “This extension enables our continued collaboration, and we look forward to working together to bring further advancements to the industry.”

SAN JOSE, Calif. – October 28, 2024 – Rambus Inc. (NASDAQ:RMBS), a provider of industry-leading chips and IP making data faster and safer, today reported financial results for the third quarter ended September 30, 2024. GAAP revenue for the third quarter was $145.5 million, licensing billings were $65.4 million, product revenue was $66.4 million, and contract and other revenue was $15.0 million. The Company also generated $62.1 million in cash provided by operating activities in the third quarter.

“We delivered strong sequential growth in Q3, fueled by a double-digit increase in product revenue, and generated excellent cash from operations,” said Luc Seraphin, chief executive officer of Rambus. “Building on our strong execution and strategic investment in new leadership products, we introduced the industry’s first complete chipsets for industry-standard DDR5 MRDIMM 12800 and RDIMM 8000 to address the rising performance needs of the data center and AI. These new chips represent a significant expansion of our addressable market and support the company’s long-term growth.”

_________________________________________

⁽¹⁾   Includes amortization of acquired intangible assets of approximately $0.1 million and $0.3 million for the three months ended September 30, 2024 and 2023, respectively.

_________________________________________

⁽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 $145.5 million. The Company also had licensing billings of $65.4 million, product revenue of $66.4 million, and contract and other revenue of $15.0 million. The Company had total GAAP cost of revenue of $28.1 million and operating expenses of $62.7 million. The Company also had total non-GAAP operating expenses of $80.5 million (including non-GAAP cost of revenue of $25.2 million). The Company had GAAP diluted net income per share of $0.45. The Company’s basic share count was 107 million shares and its diluted share count was 108 million shares.

Cash, cash equivalents, and marketable securities as of September 30, 2024 were $432.7 million, which remained flat from June 30, 2024, mainly due to $62.1 million in cash provided by operating activities, offset by $50 million paid in connection with a share repurchase program and $9.9 million paid to acquire property, plant and equipment.

2024 Fourth Quarter Outlook

The Company will discuss its full revenue guidance for the fourth quarter of 2024 during its upcoming conference call. The following table sets forth the fourth quarter outlook for other measures.

_________________________________________

⁽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 fourth quarter of 2024, the Company expects licensing billings to be between $57 million and $63 million. The Company also expects royalty revenue to be between $54 million and $60 million, product revenue to be between $72 million and $78 million, and contract and other revenue to be between $22 million and $28 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 $101 million and $97 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $86 million and $82 million. These expectations also assume a tax rate of 22% and a diluted share count of 108 million, and exclude stock-based compensation expense of $13 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, 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# 719712.

Non-GAAP Financial Information

In the commentary set forth above and in the financial statements included in this earnings release, the Company presents the following non-GAAP financial measures: cost of product revenue, operating expenses and interest and other income (expense), net. In computing each of these non-GAAP financial measures, the following items were considered as discussed below: stock-based compensation expense, acquisition-related/divestiture costs and retention bonus expense, amortization of acquired intangible assets, restructuring and other charges (benefits), expense on abandoned operating leases, facility restoration costs, gain on divestiture, change in fair value of earn-out liability, impairment of 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 options, 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/divestiture costs and retention bonus expense. These expenses include all direct costs of certain acquisitions, divestitures 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 divestitures 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.

Restructuring and other charges (recoveries). These charges (recoveries) may consist of severance, contractual retention payments, exit costs and other charges and are excluded because such charges (recoveries) are not directly related to ongoing business results and do not reflect expected future operating expenses.

Expense on abandoned operating leases. Reflects the expense on building leases that were abandoned. The Company excludes these charges because such charges are not directly related to ongoing business results and do not reflect expected future operating expenses.

Facility restoration costs. These charges consist of exit costs associated with our leased office space and are excluded because such charges are not directly related to ongoing business results and do not reflect expected future operating expenses.

Gain on divestiture. Reflects the gain on the sale of the Company’s PHY IP business. The Company excludes these charges (benefits) because such charges (benefits) are not directly related to ongoing business results and do not reflect expected future operating expenses (benefits).

Impairment of assets. These charges primarily consist of non-cash charges to property, plant and equipment assets, which are excluded because such charges are non-recurring and do not reduce the Company’s liquidity.

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 22 percent and 24 percent for 2024 and 2023, 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.

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 fourth quarter of 2024 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

Rambus Inc.
Condensed Consolidated Balance Sheets
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Rambus Inc.
Condensed Consolidated Statements of Operations
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Rambus Inc.
Supplemental Reconciliation of GAAP to Non-GAAP Results
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Rambus Inc.
Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates
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