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Rambus Initiates Accelerated Share Repurchase Program

SAN JOSE, Calif. – Sep. 12, 2022 – Rambus Inc. (NASDAQ: RMBS), a provider of industry-leading chips and silicon IP making data faster and safer, today announced that it initiated an accelerated share repurchase program with Wells Fargo Bank, National Association (“Wells Fargo Bank”), to repurchase an aggregate of approximately $100 million of its common stock, with an initial delivery of approximately 3.1 million shares.

“As part of our strategic approach to capital allocation, this program demonstrates our confidence in the future growth of the company, and highlights our continuing ability to invest in critical products and technologies while delivering long-term value to our stockholders,” said Luc Seraphin, president and chief executive officer at Rambus.

Under the accelerated share repurchase program, Rambus will pre-pay to Wells Fargo Bank the $100 million purchase price for its common stock and, in turn, Rambus will receive an initial delivery of approximately 3.1 million shares of its common stock from Wells Fargo Bank within the first week of the program. The number of shares to be purchased ultimately by Rambus will be determined based on the volume-weighted average price of Rambus common stock during the terms of the transaction, minus an agreed upon discount between the parties. The program is expected to be completed within four months.

The accelerated share repurchase program is part of the broader share repurchase program previously authorized by the Rambus Board of Directors.

About Rambus Inc.

Rambus is a provider of industry-leading chips and silicon IP making data faster and safer. With over 30 years of advanced semiconductor experience, we are a pioneer in high-performance memory subsystems 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 relating, among other things, to the terms of Rambus’ accelerated share repurchase program, including timing, Rambus’ growth potential, and the long-term success of Rambus’ investment strategy. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by Rambus’ management. Actual results may differ materially. The forward-looking statements contained in this press release are subject to risks and uncertainties, including those more fully described in Rambus’ Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022. The forward-looking statements in this press release are based on information available to Rambus as of the date hereof, and Rambus 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

Rambus Appoints Desmond Lynch as Chief Financial Officer

Brings over 20 years of finance and semiconductor experience

SAN JOSE, Calif. – August 1, 2022 – Rambus Inc. (NASDAQ: RMBS), a provider of industry-leading chips and silicon IP making data faster and safer, today announced it has appointed Mr. Desmond Lynch to the position of senior vice president and chief financial officer. Mr. Lynch will be responsible for the overall financial direction of the company and will report to president and chief executive officer Luc Seraphin.

“Des is a proven finance executive with extensive experience in the semiconductor industry and we are very pleased to have him on the management team,” said Luc Seraphin, chief executive officer at Rambus. “Des’ deep understanding of Rambus and demonstrated leadership made him an ideal choice, and I look forward to partnering with him as we continue to execute on our strategy and deliver long-term profitable growth.”

Mr. Lynch has been serving as vice president of finance at Rambus since 2020, responsible for financial planning and investor relations. Prior to joining Rambus, Mr. Lynch served as vice president of finance at Renesas Electronics where he was head of U.S. finance. He also held financial leadership roles at Integrated Device Technology, Atmel, Knowles Corporation and National Semiconductor.

Mr. Lynch is a Chartered Accountant with the Institute of Chartered Accountants of Scotland and holds a Bachelor of Arts in accountancy and finance from the University of Glasgow in Scotland.

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

Rambus Reports Second Quarter 2022 Financial Results

  • Delivered Q2 revenue and earnings at the high end of guidance
  • Achieved record quarterly product revenue driven by memory interface chips
  • Expanded DDR5 portfolio with introduction of companion chips for server and client memory modules
  • Generated $56.5 million in cash from operations

SAN JOSE, Calif. – August 1, 2022– 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, 2022. GAAP revenue for the second quarter was $121.1 million, licensing billings were $66.1 million, product revenue was $53.3 million, and contract and other revenue was $19.8 million. The Company also generated $56.5 million in cash provided by operating activities in the second quarter.

“Rambus delivered a strong performance with another quarter of record product revenue from memory interface chips and sustained silicon IP momentum driving our results,” said Luc Seraphin, chief executive officer of Rambus. “We continue to address the growing needs of the data center with our diverse and expanding portfolio of offerings to fuel the company’s long-term profitable growth.”

Quarterly Financial Review – GAAP Three Months Ended
June 30,
(In millions, except for percentages and per share amounts) 2022 2021
Revenue
Product revenue $53.3 $31.2
Royalties 48.0 41.9
Contract and other revenue 19.8 11.8
Total revenue 121.1 84.9
Cost of product revenue 20.4 11.4
Cost of contract and other revenue 1.0 1.0
Amortization of acquired intangible assets (included in total cost of revenue) 3.4 4.5
Total operating expenses (1) 60.8 53.9
Operating income $35.5 $14.1
Operating margin 29 % 17 %
Net income $35.0 $11.2
Diluted net income per share $0.31 $0.10
Net cash provided by operating activities $56.5 $51.6

_________________________________________

(1)   Includes amortization of acquired intangible assets of approximately $0.4 million and $0.2 million for the three months ended June 30, 2022 and 2021, respectively.

 

Quarterly Financial Review – Supplemental Information(1) Three Months Ended
June 30,
(In millions) 2022 2021
Licensing billings (operational metric) (2) $66.1 $65.2
Product revenue (GAAP) $53.3 $31.2
Contract and other revenue (GAAP) $19.8 $11.8
Non-GAAP cost of product revenue $20.3 $11.4
Cost of contract and other revenue (GAAP) $1.0 $1.0
Non-GAAP total operating expenses $54.9 $43.7
Non-GAAP interest and other income (expense), net $1.0 $(0.8)
Diluted share count (GAAP) 113 115

_________________________________________

(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 $121.1 million, at the high end of the Company’s guidance. The Company also had licensing billings of $66.1 million, product revenue of $53.3 million, and contract and other revenue of $19.8 million. The Company had GAAP cost of revenue of $24.8 million and operating expenses of $60.8 million. The Company also had total non-GAAP operating expenses of $76.1 million (including non-GAAP cost of revenue). The Company had GAAP diluted net income per share of $0.31. The Company’s basic share count was 110 million shares and its diluted share count was 113 million shares.

Cash, cash equivalents, and marketable securities as of June 30, 2022 were $351.6 million, an increase of $7.9 million from March 31, 2022, mainly due to $56.5 million in cash generated by operating activities, partially offset by $24.7 million paid in connection with the repayment of 2023 senior notes and $16.1 million paid in connection with the acquisition of Hardent, Inc.

2022 Third Quarter Outlook

The Company will discuss its full revenue guidance for the third quarter of 2022 during its upcoming conference call. The following table sets forth third quarter outlook for other measures.

(In millions) GAAP Non-GAAP (1)
Licensing billings (operational metric) (2) $63 – $69 $63 – $69
Product revenue (GAAP) $51 – $57 $51 – $57
Contract and other revenue (GAAP) $18 – $24 $18 – $24
Total operating costs and expenses $94 – $90 $81 – $77
Interest and other income (expense), net $0 ($1)
Diluted share count 113 113

_________________________________________

(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 2022, the Company expects licensing billings to be between $63 million and $69 million. The Company also expects royalty revenue to be between $29 million and $35 million, product revenue to be between $51 million and $57 million and contract and other revenue to be between $18 million and $24 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 $94 million and $90 million. Additionally, the Company expects non-GAAP operating costs and expenses to be between $81 million and $77 million. These expectations also assume non-GAAP interest and other income (expense), net, of ($1 million), tax rate of 24% and diluted share count of 113 million, and exclude stock-based compensation expense ($9 million), amortization expense ($4 million), non-cash interest expense on convertible notes ($0.1 million) and interest income related to the significant financing component from fixed-fee patent and technology licensing arrangements ($1 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 (+44) 204-525-0658 (international) with ID# 092440.

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 costs and retention bonus expense, amortization of acquired intangible assets, expense on abandoned operating leases, change in fair value of earn-out liability, non-cash interest expense 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 costs and retention bonus expense. These expenses include all direct costs of certain acquisitions and the current period’s 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.

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.

Non-cash interest expense on convertible notes. The Company incurs non-cash interest expense related to its convertible notes. The Company excludes non-cash interest expense related to its convertible notes to provide more accurate comparisons of the Company’s results with other peer companies and to more accurately reflect 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 24 percent for both 2022 and 2021, 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 2022 and related drivers, and the Company’s ability to effectively manage supply chain shortages. 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, as well as the potential adverse impacts related to, or arising from, the COVID-19 and its variants. 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

Rambus Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

(In thousands) June 30,
2022		 December 31,
2021
ASSETS
Current assets:
Cash and cash equivalents $171,460 $107,891
Marketable securities 180,175 377,718
Accounts receivable 63,602 44,065
Unbilled receivables 146,692 135,608
Inventories 9,238 8,482
Prepaids and other current assets 9,979 10,600
Total current assets 581,146 684,364
Intangible assets, net 58,866 58,420
Goodwill 291,995 278,810
Property, plant and equipment, net 81,735 56,035
Operating lease right-of-use assets 26,343 23,712
Deferred tax assets 2,686 4,047
Unbilled receivables 65,211 123,018
Other assets 2,931 4,240
Total assets $1,110,913 $1,232,646
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $20,183 $11,279
Accrued salaries and benefits 20,689 20,945
Convertible notes 49,248 163,687
Deferred revenue 22,165 24,755
Income taxes payable 20,846 20,607
Operating lease liabilities 5,873 5,992
Other current liabilities 22,440 20,002
Total current liabilities 161,444 267,267
Long-term liabilities:
Long-term operating lease liabilities 31,219 29,099
Long-term income taxes payable 12,220 21,424
Deferred tax liabilities 25,159 23,985
Other long-term liabilities 42,713 28,475
Total long-term liabilities 111,311 102,983
Total stockholders’ equity 838,158 862,396
Total liabilities and stockholders’ equity $1,110,913 $1,232,646

 

Rambus Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

Three Months Ended
June 30,		 Six Months Ended
June 30,
(In thousands, except per share amounts) 2022 2021 2022 2021
Revenue:
Product revenue $53,302 $31,170 $101,271 $61,951
Royalties 48,038 41,910 78,502 70,769
Contract and other revenue 19,792 11,779 40,409 22,521
Total revenue 121,132 84,859 220,182 155,241
Cost of revenue:
Cost of product revenue 20,417 11,422 38,814 22,832
Cost of contract and other revenue 974 1,017 1,598 2,573
Amortization of acquired intangible assets 3,421 4,439 6,799 8,825
Total cost of revenue 24,812 16,878 47,211 34,230
Gross profit 96,320 67,981 172,971 121,011
Operating expenses:
Research and development 39,538 31,469 79,353 63,823
Sales, general and administrative 26,305 22,184 53,211 45,746
Amortization of acquired intangible assets 417 229 826 458
Restructuring charges  —  —  — 368
Change in fair value of earn-out liability (5,500)  — (4,300) —
Total operating expenses 60,760 53,882 129,090 110,395
Operating income 35,560 14,099 43,881 10,616
Interest income and other income (expense), net 2,738 2,381 4,098 5,362
Loss on extinguishment of debt — —  (66,497) —
Loss on fair value adjustment of derivatives, net —  — (8,283) —
Interest expense (348) (2,683) (953) (5,297)
Interest and other income (expense), net 2,390 (302) (71,635) 65
Income (loss) before income taxes 37,950 13,797 (27,754) 10,681
Provision for income taxes 2,930 2,631 3,444 2,128
Net income (loss) $35,020 $11,166 $(31,198) $8,553
Net income (loss) per share:
Basic $0.32 $0.10 $(0.28) $0.08
Diluted $0.31 $0.10 $(0.28) $0.07
Weighted average shares used in per share calculation
Basic 110,447 112,144 110,170 112,177
Diluted 112,715 114,931 110,170 115,358

 

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

Three Months Ended
June 30,
(In thousands) 2022 2021
Cost of product revenue $20,417 $11,422
Adjustment:
Stock-based compensation expense (132) (70)
Non-GAAP cost of product revenue $20,285 $11,352
Total operating expenses $60,760 $53,882
Adjustments:
Stock-based compensation expense (8,504) (7,228)
Acquisition-related costs and retention bonus expense (1,949) (2,200)
Amortization of acquired intangible assets (417) (229)
Expense on abandoned operating leases (531) (521)
Change in fair value of earn-out liability  5,500 —
Non-GAAP total operating expenses $54,859 $43,704
Interest and other income (expense), net $2,390 $ (302)
Adjustments:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements (1,455) (2,382)
Non-cash interest expense on convertible notes      45  1,901
Non-GAAP interest and other income (expense), net $980 $(783)

 

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

2022 Third Quarter Outlook Three Months Ended
September 30, 2022
(In millions) Low High
Forward-looking operating costs and expenses $94.0 $90.0
Adjustments:
Stock-based compensation expense (9.0) (9.0)
Amortization of acquired intangible assets (4.0) (4.0)
Forward-looking Non-GAAP operating costs and expenses $ 81.0 $ 77.0
Forward-looking interest and other income (expense), net $0.1 $0.1
Adjustments:
Interest income related to significant financing component from fixed-fee patent and technology licensing arrangements (1.2) (1.2)
Non-cash interest expense on convertible notes 0.1 0.1
Forward-looking Non-GAAP interest and other income (expense), net $(1.0) $(1.0)

Rambus Completes Acquisition of Hardent

Strengthens CXL Memory Interconnect Initiative and accelerates roadmap of data center solutions

SAN JOSE, Calif. – May 24, 2022 – Rambus Inc.(NASDAQ: RMBS), a provider of industry-leading chips and silicon IP making data faster and safer, today announced the completion of the acquisition of Hardent, Inc. (“Hardent”), a leading SoC digital design company. CXL-based architectures will be critical to meet the increasing demands of cloud data centers. CXL memory expansion and pooling promise significant improvements in per-core memory performance and capacity for data-intensive workloads like AI/ML, and will deliver new efficiencies at scale through composable infrastructure. With extensive semiconductor experience, Hardent’s design expertise in advanced SoCs enhances the world-class Rambus engineering team and provides key resources to strengthen the Rambus CXL Memory Interconnect Initiative.

“Rambus is dedicated to advancing the new era of data center architectures, and ongoing investment and innovation in CXL-based solutions are key focus areas in our strategy,” said Luc Seraphin, president and CEO of Rambus. “Hardent’s advanced SoC design experience amplifies our CXL development efforts, and we are very pleased to welcome our new colleagues to the Rambus team.”

This transaction will not materially impact 2022 financial results.

For more information, visit rambus.com/hardent.

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 related to the potential of Hardent’s technology for Rambus and its roadmap, and the effects of the acquisition, 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.

Major risks, uncertainties and assumptions include, but are not limited to: the expected benefits and costs of the transaction; management’s plans relating to the transaction; the potential benefits, costs and results of CXL memory expansion and pooling; plans, strategies and objectives of Rambus for future operations; the successful integration of Hardent; Rambus’ anticipated operational and financial results, expected market share growth, and successful product development; the risk that disruptions from the transaction will harm Rambus’ business; and other factors described under “Risk Factors” in Rambus’ Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; and any statements of assumptions underlying any of the foregoing. It is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.

# # #

Rambus to Acquire Hardent, Accelerating Roadmap for Next-Generation Data Center Solutions

Augments world-class engineering team with deep SoC digital design expertise for Rambus CXL Memory Interconnect Initiative

SAN JOSE, Calif. –  May 5, 2022  – Rambus Inc. (NASDAQ: RMBS), a provider of industry-leading chips and silicon IP making data faster and safer, today announced it has signed an agreement to acquire Hardent, Inc. (“Hardent”), a leading electronic design company. This acquisition augments the world-class team of engineers at Rambus and accelerates the development of CXL processing solutions for next-generation data centers. With 20 years of semiconductor experience, Hardent’s world-class silicon design, verification, compression, and Error Correction Code (ECC) expertise provide key resources for the Rambus CXL Memory Interconnect Initiative.

“Driven by the demands of advanced workloads like AI/ML and the move to disaggregated data center architectures, industry momentum for CXL-based solutions continues to grow,” said Luc Seraphin, president and CEO of Rambus. “The addition of the highly-skilled Hardent design team brings key resources that will accelerate our roadmap and expand our reach to address customer needs for next-generation data center solutions.”

“The Rambus culture and track record of technology leadership is an ideal fit for Hardent,” said Simon Robin, president and founder of Hardent. “The team is looking forward to joining Rambus and is excited to be part of a global company advancing the future of data center solutions.”

In addition, Hardent brings complementary IP and services to the Rambus Silicon IP portfolio, expanding the customer base and design wins in automotive and consumer electronic applications. The transaction is expected to close in the second calendar quarter of 2022 and will not materially impact results.

Forward-looking statements

Information set forth in this press release, including statements as to industry momentum for CXL-based solutions, the impacts of the Hardent design team on Rambus’ roadmap and reach, and statements as to the expected timing, completion and effects of the proposed acquisition, 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.

Major risks, uncertainties and assumptions include, but are not limited to: the expected benefits and costs of the proposed transaction; management’s plans relating to the proposed transaction; the expected timing and completion of the proposed transaction; statements of the plans, strategies and objectives of Rambus for future operations; the successful integration of Hardent; any statements regarding anticipated operational and financial results, expected market share growth, and successful product development; any statements of expectation or belief; the risk that disruptions from the proposed transaction will harm Rambus’ business; other factors described under “Risk Factors” in Rambus’ Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; and any statements of assumptions underlying any of the foregoing. It is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.

Steven Laub Joins Rambus Board of Directors

SAN JOSE, Calif. – May 4, 2022 – Rambus Inc. (NASDAQ: RMBS), a premier chip and silicon IP provider making data faster and safer, today announced the appointment of Steven Laub to its Board of Directors.

Mr. Laub is an accomplished executive with over 25 years of semiconductor industry leadership experience. Prior to his recent board role at IPV Capital, a semiconductor private equity firm, Mr. Laub served approximately ten years as president, chief executive officer and member of the board of directors at Atmel Corporation. While at Atmel, Mr. Laub also served as a board member of the Semiconductor Industry Association (SIA). Prior to Atmel, Mr. Laub held executive and board member positions at leading semiconductor companies including Silicon Image and Lattice Semiconductor.

“We are pleased to welcome Steven to the Rambus Board,” said Chuck Kissner, chairman of the Rambus Board of Directors. “Steven brings comprehensive leadership and strategy experience in the semiconductor industry and will provide valuable knowledge to complement our Board as we continue scaling our business.”

“Rambus is pushing the frontier of performance and security for the data center and beyond,” said Mr. Laub. “I am excited to join the Rambus board and work with the executive team as they continue to advance the company’s market position in critical technology areas.”

Mr. Laub holds a Bachelor of Arts in Economics from the University of California, Los Angeles, and a Juris Doctor from Harvard Law School.

Forward-looking statements

Information set forth in this press release, including statements as to Rambus’ anticipated performance and growth, 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.

Major risks, uncertainties and assumptions include, but are not limited to: statements of the plans, strategies and objectives of Rambus for future operations; any statements regarding anticipated operational and financial results, statements of expectation or belief; other factors described under “Risk Factors” in Rambus’ Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; and any statements of assumptions underlying any of the foregoing. It is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.

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