Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

This 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 as described in more detail under "Note Regarding Forward-Looking Statements." Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks, uncertainties and changes in condition, significance, value and effect. As a result of the factors described herein, and in the documents incorporated herein by reference, including, in particular, those factors described under "Risk Factors," we undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this report with the Securities and Exchange Commission.

The following discussion and analysis should be read in conjunction with (1) our Unaudited Condensed Consolidated Financial Statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q, and (2) our audited consolidated financial statements and the related notes and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the fiscal year ended December 31, 2025 included in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC") on February 18, 2026.

Rambus is a trademark of Rambus Inc. Other trademarks that may be mentioned in this quarterly report on Form 10-Q are the property of their respective owners.

Business Overview

Rambus is a global semiconductor company providing industry-leading chips and silicon IP for data-intensive computing systems, focusing on data center and artificial intelligence ("AI") infrastructure.

As a pioneer with over three decades of advanced semiconductor design experience, Rambus is at the forefront of enabling the next era of AI-driven computing, addressing the critical challenges of signal and power integrity at increasingly extreme data rates in the data center, edge and client markets. We are a leader in high-performance memory subsystems, offering a balanced and diverse portfolio of products, IP and patents that maximize performance and security in computationally intensive systems.

The ongoing proliferation of AI is placing unprecedented demands on computing infrastructure, requiring massive amounts of processor performance and extremely high memory bandwidth. As workloads grow in size and diversity, system performance becomes memory bound, making the memory interface technology a critical determinant of overall throughput. This persistent gap between processor performance and memory subsystem capabilities remains one of the largest bottlenecks in high performance compute systems. In addition, power management is increasingly important to optimize system efficiency and thermals as the power-performance demands continue to rise.

Rambus is well positioned to address these challenges. Leveraging our deep expertise in memory technology and innovative architectures, we provide industry-leading memory interface chips that enable the highest bandwidth, capacity and power efficient server memory modules, maximizing memory performance and reliability for the most demanding data-intensive workloads. Beyond the data center, server-class technologies are waterfalling into client devices to bring these same benefits to end-user systems, such as AI personal computers ("PCs").

Our strategic objectives include focusing our product portfolio and research around our core strength in semiconductors, optimizing operational efficiency and leveraging strong cash generation to reinvest for growth. We continue to maximize synergies across our businesses and customer base, leveraging the significant overlap in our ecosystem of customers, partners and influencers. Our product and technology roadmap, as well as our go-to-market strategy, are driven by the application-specific requirements of our focus markets.

Executive Summary

We delivered strong second quarter 2026 results, driven by continued demand for our memory interface chips, momentum in Silicon IP and stable royalties revenue.

Key second quarter 2026 financial results included:

We achieved quarterly product revenue of $99.2 million in the second quarter of 2026, which increased by approximately 22% as compared to the same period in 2025, reflecting strong execution in our memory and interface portfolio. We also expanded our product and IP offerings for next-generation AI platforms, including the LPDDR5X SOCAMM2 server module chipset.

Operational Highlights

Revenue Sources

Our consolidated revenue is comprised of product revenue, royalties revenue and contract and other revenue.

Product revenue consists primarily of memory interface chips and is increasing in strategic significance. Our memory interface chips are sold to major DRAM manufacturers, Micron, Samsung and SK hynix, as well as directly to system manufacturers and cloud providers, for integration into server and client memory modules. Product revenue accounted for 48% of our consolidated revenue for both the three and six months ended June 30, 2026, as compared to 47% for both the three and six months ended June 30, 2025.

Royalties revenue is derived in part from our patent licenses and in part from our Silicon IP technology licenses. Our licenses enable our customers to use a portion of our intellectual property portfolio in their own digital electronics products. The licenses typically range in duration up to ten years and may define the specific field of use where our customers may utilize our inventions in their products. Royalties may be structured as fixed, variable or a hybrid of fixed and variable royalty payments. Leading semiconductor and electronic system companies such as AMD, Amlogic, Broadcom, CXMT, IBM, Infineon, Kioxia, Marvell, MediaTek, Micron, Nanya, Nuvoton, NVIDIA, Phison, Qualcomm, Samsung, Silicon Motion, SK hynix, Socionext, STMicroelectronics, Toshiba, Western Digital and Winbond have licensed our patents. Our Silicon IP technology licensees include a broad set of companies, ranging from well-established to leading startup semiconductor companies. The vast majority of our intellectual property originates from our internal research and development efforts. Additionally, from time to time, we enter into agreements to sell certain patent assets under agreements which may also include subsequent profit-sharing. The sale of these patents, as well as the subsequent profit-sharing, are included as part of our royalties revenue. Revenue from royalties accounted for 40% of our consolidated revenue for both the three and six months ended June 30, 2026, as compared to 40% and 42% for the three and six months ended June 30, 2025, respectively.

Contract and other revenue consists primarily of Silicon IP technology development projects related to our high-speed interface and security IP. Revenue sources under contract and other revenue include our IP core licenses, software licenses and related implementation, support and maintenance fees and engineering services fees. The timing and amounts invoiced to customers can vary significantly depending on specific contract terms and can therefore have a significant impact on deferred revenue or accounts receivable in any given period. Contract and other revenue accounted for 12% of our consolidated revenue for both the three and six months ended June 30, 2026, as compared to 13% and 11% for the three and six months ended June 30, 2025, respectively.

Costs and Expenses

Cost of product revenue mainly includes costs attributable to the sale of memory interface chip products. Cost of product revenue increased approximately $7.2 million and $10.3 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily due to higher sales volumes of our memory interface chips.

Cost of contract and other revenue reflects the portion of the total engineering costs which are specifically devoted to individual customer development and support services. Cost of contract and other revenue increased $0.2 million and $0.7 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily due to higher engineering services associated with the contracts.

Total research and development expenses for the three months ended June 30, 2026 increased approximately $4.8 million as compared to the same period in 2025. The increase was primarily driven by continued investment in our research and development initiatives and primarily reflected higher headcount-related expenses of $2.2 million and an increase in stock-based compensation expenses of $0.7 million. In addition, prototyping costs and depreciation expense increased by $1.2 million and $0.6 million, respectively. Total research and development expenses for the six months ended June 30, 2026 increased approximately $12.3 million as compared to the same period in 2025. The increase was primarily driven by continued investment in our research and development initiatives and primarily reflected higher headcount-related expenses of $6.2 million and an increase in stock-based compensation expenses of $1.4 million. In addition, prototyping costs and depreciation expense increased by $2.6 million and $1.6 million, respectively.

Total sales, general and administrative expenses for the three months ended June 30, 2026 increased approximately $10.2 million as compared to the same period in 2025, due to increases in professional fees of $7.0 million, payroll-related expenses of $1.5 million and stock-based compensation expenses of $1.0 million. Total sales, general and administrative expenses for the six months ended June 30, 2026 increased approximately $13.7 million as compared to the same period in 2025, due to increases in professional fees of $8.8 million, payroll-related expenses of $3.6 million and recruiting expenses of $0.6 million.

Intellectual Property

As of June 30, 2026, our semiconductor, security and other technologies are covered by 2,010 U.S. and foreign patents. Additionally, we have 476 patent applications pending in various countries. Some of the patents and pending patent applications are derived from a common parent patent application or are foreign counterpart patent applications. We file applications for and obtain patents in the United States and in selected foreign countries where we believe filing for such protection is appropriate and would further our overall business strategy and objectives. In some instances, obtaining appropriate levels of protection may involve prosecuting continuation and counterpart patent applications based on a common parent application. We believe our patented innovations provide our customers with the ability to achieve improved performance, lower risk, greater cost-effectiveness, and other benefits in their products and services.

Trends

There are a number of trends that may have a material impact on us in the future, including but not limited to, the evolution of memory technology, adoption of security solutions, the use and adoption of our inventions or technologies generally, industry consolidation and global economic conditions with the resulting impact on sales of consumer electronic systems. Additionally, there is ongoing uncertainty and volatility in future revenue and costs due to various macroeconomic events, such as tariffs and global inflation, which could have a significant impact on our business and operating results.

We have a high degree of revenue concentration. Our top five customers represented approximately 60% and 64% of our consolidated revenue for the three and six months ended June 30, 2026, respectively, as compared to 68% and 69% for the three and six months ended June 30, 2025, respectively. The level of concentration and particular customers which account for this concentration have varied in the past and may vary in the future as a result of demand for our semiconductor products, timing of new contracts, expiration of existing contracts, as well as timing of contract expirations and renewals, industry

consolidation and the volumes and prices at which the customers have recently sold to their customers. These variations are expected to continue in the foreseeable future.

Our revenue from companies headquartered outside of the United States accounted for approximately 82% and 84% of our consolidated revenue for the three and six months ended June 30, 2026, respectively, as compared to 80% and 82% for the three and six months ended June 30, 2025, respectively. We expect that revenue derived from international customers will continue to represent a significant portion of our total revenue in the future. Currently, our revenue from international customers is predominantly denominated in U.S. dollars. For additional information concerning international revenue, refer to Note 7, "Segments and Major Customers," of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q.

The royalties we receive from our semiconductor customers are partly a function of the adoption of our technologies by system companies. Many system companies purchase semiconductors containing our technologies from our customers and do not have a direct contractual relationship with us. Our customers generally do not provide us with details as to the identity or volume of licensed semiconductors purchased by particular system companies. As a result, we face difficulty in analyzing the extent to which our future revenue will be dependent upon particular system companies.

As a part of our overall business strategy, from time to time we evaluate businesses and technologies for potential acquisitions that are aligned with our core business and designed to supplement our growth. Similarly, we evaluate our current businesses and technologies that are not aligned with our core business for potential divestitures. We expect to continue to evaluate and potentially enter into strategic acquisitions or divestitures which will impact our business and operating results.

Results of Operations

The following table sets forth, for the periods indicated, the percentage of total revenue represented by certain items reflected on our Unaudited Condensed Consolidated Statements of Income:

Revenue

Product Revenue

Product revenue consists primarily of revenue from the sale of memory products. Product revenue increased approximately $17.9 million and $29.6 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases were due to higher sales of memory interface chips, as well as contributions from new products.

Growth in our product revenue is dependent on, among other things, our ability to continue to obtain orders from customers, develop and sell new products, maintain adequate supply in order to meet our customers' demand and mitigate any supply chain and economic disruption.

Royalties

Royalties revenue, which includes patent and technology license royalties, increased approximately $15.6 million and $11.3 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily due to the timing and structure of license agreements and renewals.

We are continuously in negotiations for licenses with prospective customers. We expect that royalties revenue will continue to vary from period to period based on our success in adding new customers, renewing or extending existing agreements, as well as the level of variation in our customers' reported shipment volumes, sales price and product mix, offset in part by the proportion of customer payments that are fixed or hybrid in nature.

Contract and Other Revenue

Contract and other revenue consists of revenue from technology development projects. Contract and other revenue increased approximately $1.7 million and $7.8 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases were due to higher revenue associated with our Silicon IP offerings.

We believe that contract and other revenue will fluctuate over time based on our ongoing technology development contractual requirements, the amount of work performed, the timing of completing engineering deliverables and the changes to work required, as well as new technology development contracts booked in the future.

Cost of Product Revenue

Cost of product revenue mainly includes costs attributable to the sale of memory interface chip products. Cost of product revenue increased approximately $7.2 million and $10.3 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily due to higher sales volumes of our memory interface chips.

In the near term, we expect costs of product revenue to fluctuate due to changes in sales volume and product mix.

Cost of Contract and Other Revenue

Cost of contract and other revenue reflects the portion of the total engineering costs that is specifically devoted to individual customer development and support services. Cost of contract and other revenue increased $0.2 million and $0.7 million for the three and six months ended June 30, 2026, respectively, as compared to the same periods in 2025. The increases were primarily due to higher engineering services associated with the contracts.

In the near term, we expect costs of contract and other revenue to vary from period to period based on varying revenue recognized from contract and other revenue.

Research and Development Expenses

Research and development expenses are those expenses incurred for the development of applicable technologies.

Total research and development expenses for the three months ended June 30, 2026 increased approximately $4.8 million as compared to the same period in 2025. The increase was primarily driven by continued investment in our research and development initiatives and primarily reflected higher headcount-related expenses of $2.2 million and an increase in stock-based compensation expenses of $0.7 million. In addition, prototyping costs and depreciation expense increased by $1.2 million and $0.6 million, respectively.

Total research and development expenses for the six months ended June 30, 2026 increased approximately $12.3 million as compared to the same period in 2025. The increase was primarily driven by continued investment in our research and development initiatives and primarily reflected higher headcount-related expenses of $6.2 million and an increase in stock-based compensation expenses of $1.4 million. In addition, prototyping costs and depreciation expense increased by $2.6 million and $1.6 million, respectively.

We will continue to make investments in the infrastructure and technologies required to maintain our product innovation in semiconductor, security and other technologies.

Sales, General and Administrative Expenses

Sales, general and administrative expenses include expenses and costs associated with trade shows, public relations, advertising, litigation, general legal, insurance and other sales, marketing and administrative efforts. Consistent with our business model, our licensing, sales, and marketing activities aim to develop or strengthen relationships with potential new and current customers. In addition, we work with current customers through marketing, sales and technical efforts to drive adoption of their products that use our innovations and solutions, by system companies. Due to the long business development cycles we face and the semi-fixed nature of sales, general and administrative expenses in a given period, these expenses generally do not correlate to the level of revenue in that period or in comparable recent or future periods.

Total sales, general and administrative expenses for the three months ended June 30, 2026 increased approximately $10.2 million as compared to the same period in 2025, due to increases in professional fees of $7.0 million, payroll-related expenses of $1.5 million and stock-based compensation expenses of $1.0 million.

Total sales, general and administrative expenses for the six months ended June 30, 2026 increased approximately $13.7 million as compared to the same period in 2025, due to increases in professional fees of $8.8 million, payroll-related expenses of $3.6 million and recruiting expenses of $0.6 million.

In the future, sales, general and administrative expenses will vary from period to period based on the trade shows, advertising, legal, acquisition, and other sales, marketing and administrative activities undertaken, and the change in sales, marketing and administrative headcount in any given period.

Amortization of Acquired Intangible Assets

Amortization expense related to various acquired IP is included in cost of revenue. Amortization of acquired intangible assets was $1.6 million and $3.3 million for the three and six months ended June 30, 2026, respectively. Amortization of acquired intangible assets was $1.7 million and $3.4 million for the three and six months ended June 30, 2025, respectively.

Restructuring charges

In the second quarter of 2026, we initiated a restructuring program to reduce overall operating expenses and improve future profitability. In connection with the program, we recorded approximately $3.3 million of restructuring charges related to workforce reduction. The restructuring program was substantially completed in the second quarter of 2026.

During the six months ended June 30, 2025, we did not initiate any restructuring programs.

Interest and Other Income (Expense), Net

Interest income and other income (expense), net, primarily includes interest income from our investment portfolio and from any gains or losses from the remeasurement of our monetary assets or liabilities denominated in foreign currencies. For the three and six months ended June 30, 2026 and 2025, interest income and other income (expense), net, consisted primarily of interest income generated from our investment portfolio. Interest income increased during the three and six months ended June 30, 2026 as compared to the same periods in 2025 due to the growth of our investment portfolio, partially offset by a decline in interest rates on our investments.

Interest expense is primarily associated with long-term software licenses. Interest expense remained relatively flat for the three and six months ended June 30, 2026 as compared to the same periods in 2025.

Provision for Income Taxes

Our provisions for income taxes for the three and six months ended June 30, 2026 were primarily driven by the statutory tax expense for domestic and foreign jurisdictions for 2026, offset by tax benefits from excess stock-based compensation deductions. Our provision for income taxes for the three and six months ended June 30, 2026 reflected effective tax rates of 15.0% and 13.9%, respectively. Our provisions for income taxes for the three and six months ended June 30, 2025 were primarily driven by the statutory tax expense for domestic and foreign jurisdictions for 2025, offset by tax benefits from excess stock-based compensation deductions. Our provision for income taxes for the three and six months ended June 30, 2025 reflected effective tax rates of 14.6% and 12.7%, respectively. For both 2026 and 2025, our effective tax rates differed from the U.S. statutory rate primarily due to tax benefits from excess stock-based compensation deductions.

During both the three months ended June 30, 2026 and 2025, we paid foreign withholding taxes of $5.4 million. During the six months ended June 30, 2026 and 2025, we paid foreign withholding taxes of $10.9 million and $11.0 million, respectively.

In the third quarter of 2025, the United States enacted federal tax legislation commonly referred to as the One Big Beautiful Bill Act ("OBBBA"). Included in this legislation are provisions that allow for the immediate expensing of domestic United States research and development expenses, immediate expensing of certain capital expenditures and other changes to the U.S. taxation of profits derived from foreign operations. As a result of the enactment of the legislation, there was an increase to our income tax expense in 2025, primarily related to changes in the taxation of profits derived from foreign operations and, more specifically, the foreign-derived intangible income deduction. The impact of OBBBA also increased our income tax expense and effective tax rate for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

Liquidity and Capital Resources

Liquidity

We currently anticipate that existing cash, cash equivalents and marketable securities balances and cash flows from operations will be adequate to meet our cash needs for at least the next 12 months. Additionally, the majority of our cash and cash equivalents are in the United States. Our cash needs for the six months ended June 30, 2026 were funded primarily from cash collected from our customers.

We do not anticipate any liquidity constraints as a result of either the current credit environment or investment fair value fluctuations. Additionally, we have the intent and we believe we have the ability to hold our debt investments that have unrealized losses in accumulated other comprehensive gain (loss) for a sufficient period of time to allow for recovery of the principal amounts invested. We continually monitor the credit risk in our portfolio and mitigate our credit risk exposures in accordance with our policies.

As a part of our overall business strategy, from time to time we evaluate businesses and technologies for potential acquisitions that are aligned with our core business and designed to supplement our growth.

To provide us with more flexibility in returning capital to our stockholders, on October 29, 2020, our Board approved a share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares (the "2020 Repurchase Program"). Share repurchases under the 2020 Repurchase Program may be made through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules and regulations. There is no expiration date applicable to the 2020 Repurchase Program. During the six months ended June 30, 2026, we repurchased shares of our common stock under the 2020 Repurchase Program as discussed in the "Share Repurchase Program" section below.

Operating Activities

Cash provided by operating activities of $144.5 million for the six months ended June 30, 2026, was primarily attributable to cash generated from product sales, customer licensing and engineering services fees. Changes in operating assets and liabilities for the six months ended June 30, 2026 primarily included a decrease in unbilled receivables, and an increase in accounts payable, offset by increases in inventories, accounts receivable, as well as a decrease in deferred revenue.

Cash provided by operating activities of $171.8 million for the six months ended June 30, 2025, was primarily attributable to cash generated from product sales, customer licensing and engineering services fees. Changes in operating assets and liabilities for the six months ended June 30, 2025 primarily included decreases in accounts receivable and inventories, and an increase in income taxes payable, offset by an increase in income taxes receivable, and decreases in accounts payable, accrued salaries and benefits and other current liabilities.

Investing Activities

Cash used in investing activities of $180.3 million for the six months ended June 30, 2026, consisted of purchases of available-for-sale marketable securities of $488.9 million and $20.7 million paid to acquire property and equipment, offset by proceeds from maturities of available-for-sale marketable securities of $329.3 million.

Cash used in investing activities of $139.6 million for the six months ended June 30, 2025, consisted of purchases of available-for-sale marketable securities of $303.8 million and $14.4 million paid to acquire property and equipment, offset by proceeds from maturities of available-for-sale marketable securities of $178.6 million.

Financing Activities

Cash used in financing activities of $58.9 million for the six months ended June 30, 2026, was primarily due to $52.7 million in payments of taxes related to net share settlement of equity awards, $8.5 million paid under installment payment arrangements to acquire fixed assets and $3.0 million of share repurchases, offset by $5.2 million in proceeds from the issuance of common stock under equity incentive plans.

Cash used in financing activities of $44.8 million for the six months ended June 30, 2025, was primarily due to $35.0 million in payments of taxes related to net share settlement of equity awards, $7.7 million paid under installment payment arrangements to acquire fixed assets and $5.8 million of share repurchases, offset by $3.7 million in proceeds from the issuance of common stock under equity incentive plans.

Contractual Obligations

As of June 30, 2026, our material contractual obligations were as follows:

Share Repurchase Program

On October 29, 2020, our Board approved the 2020 Repurchase Program authorizing the repurchase of up to an aggregate of 20.0 million shares. Share repurchases under the 2020 Repurchase Program may be made through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules and regulations. There is no expiration date applicable to the 2020 Repurchase Program.

During the six months ended June 30, 2026, we operated under two share repurchase plans with Mizuho Securities USA, LLC ("Mizuho"). The first plan was entered into in 2025 and expired on March 31, 2026, and the second plan was entered into on May 29, 2026 and is scheduled to expire on September 30, 2026, with provisions to terminate sooner. The execution of share repurchases is dependent on our stock price reaching certain levels. During the six months ended June 30, 2026, we

repurchased an immaterial number of shares under the 2020 Repurchase Program, which were retired and recorded as a reduction to stockholders' equity.

During the six months ended June 30, 2025, we repurchased 0.1 million shares for approximately $5.8 million under the 2020 Repurchase Program, which were retired and recorded as a reduction to stockholders' equity.

As of June 30, 2026, there remained an outstanding authorization to repurchase approximately 5.5 million shares of our outstanding common stock under the 2020 Repurchase Program.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our Unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, investments, income taxes, litigation and other contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting estimates include those regarding (1) revenue recognition, (2) goodwill, (3) intangible assets, and (4) income taxes. For a discussion of our critical accounting estimates, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2025.

Recent Accounting Pronouncements

Refer to Note 2, "Recent Accounting Pronouncements," of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for a discussion of recent accounting pronouncements, including the respective expected dates of adoption.