rmbs-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

_______________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-22339

_______________________________

RAMBUS INC.

(Exact name of registrant as specified in its charter)

_______________________________


Delaware						94-3112828
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

4453 North First Street

Suite 100

San Jose, California

95134

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code:

(408) 462-8000

________________________________________

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, $0.001 Par Value	RMBS	The Nasdaq Stock Market LLC
		(The Nasdaq Global Select Market)

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

None

________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s Common Stock, par value $0.001 per share, was 107,411,916 as of March 31, 2025.

RAMBUS INC.

TABLE OF CONTENTS


			PAGE
Note Regarding Forward-Looking Statements			3
PART I. FINANCIAL INFORMATION			5
Item 1. Financial Statements (Unaudited):			5
Condensed Consolidated Balance Sheets as of March 3 1 , 202 5 and December 31, 20 24			5
Condensed Consolidated Statements of Income for the three months ended March 3 1 , 202 5 and 20 24			6
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31 , 202 5 and 202 4			7
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31 , 202 5 and 202 4			8
Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 5 and 202 4			9
Notes to Unaudited Condensed Consolidated Financial Statements			10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures About Market Risk			31
Item 4. Controls and Procedures			31
PART II. OTHER INFORMATION			33
Item 1. Legal Proceedings			33
Item 1A. Risk Factors			33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			53
Item 3. Defaults Upon Senior Securities			54
Item 4. Mine Safety Disclosures			54
Item 5. Other Information			54
Item 6. Exhibits			55
Signature			56

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, without limitation, predictions regarding the following aspects of our future:

•Success in the markets of our products and services or our customers’ products;

•Sources of competition;

•Research and development costs and improvements in technology;

•Sources, amounts and concentration of revenue, including royalties;

•Success in signing and renewing customer agreements, including license agreements;

•The timing of completing engineering deliverables and the changes to work required;

•Success in obtaining new technology development contracts booked in the future;

•Success in adding and maintaining new customers;

•Success in obtaining orders from our customers, and our ability to accurately anticipate and meet our customers’ demands;

•Success in entering and growth in new markets;

•Levels of variation in our customers’ shipment volumes, sales prices and product mix;

•Variation in contract and other revenue, based on varying revenue recognized from contract and other revenue;

•Implications of short-term or long-term increases in our research and development expenses;

•Short-term increases in cost of product revenue;

•Variation in our sales, general and administrative expenses;

•Terms of our licenses and amounts owed under license agreements;

•Technology product development;

•Perceived or actual changes in the quality of our products;

•Dispositions, acquisitions, mergers or strategic transactions and our related integration efforts;

•Impairment of goodwill and long-lived assets;

•Pricing policies of our customers;

•Changes in our strategy and business model, including the expansion of our portfolio of inventions, products, software, services and solutions to address additional markets in memory, chip and security;

•Deterioration of financial health of commercial counterparties and their ability to meet their obligations to us;

•Effects of security breaches or failures in our or our customers’ products and services on our business;

•Engineering, sales, legal, advertising, marketing, general and administration, and other expenses;

•Contract revenue;

•Operating results;

•Continued product revenue growth, specifically in connection with the growth in sales of our memory interface chips;

•International licenses, operations and expansion;

•Effects of changes in the economy and credit market on our industry and business;

•Effects of natural disasters, climate change and extreme weather events on our supply chain;

•Ability to identify, attract, motivate and retain qualified personnel;

•Effects of government regulations on our industry and business;

•Manufacturing, shipping and supply partners, supply chain availability and/or sale and distribution channels;

•Growth in our business;

•Methods, estimates and judgments in accounting policies;

•Adoption of new accounting pronouncements;

•Effec

SEC Form 10-Q filed by Rambus Inc.