Financial Analysis

11. Commitments and Contingencies As of June 30, 2026, the Companys material contractual obligations were as follows: (In thousands) Total Remainder of 2026 2027 2028 Contractual obligations (1) (2) Software licenses (3) $ 31,435 $ 8,100 $ 16,396 $ 6,939 Other contractual obligations 69 69 Total $ 31,504 $ 8,169 $ 16,396 $ 6,939 (1) T he above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $ 26.2 million, including $ 25.1 million recorded as a reduction of long-term deferred tax assets and $ 1.1 million in long-term income taxes payable as of June 30, 2026 . As noted below in Note 14, Income Taxes, although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the timing of the outcome at this time. (2) For the Companys lease commitments as of June 30, 2026 , refer to Note 10, Leases. (3) The Company has commitments with various software vendors for agreements generally having terms longer than one year . From time to time, the Company indemnifies certain customers as a necessary means of doing business. Indemnification covers customers for losses suffered or incurred by them as a result of any patent, copyright, or other IP infringement or any other claim by any third party arising as a result of the applicable agreement with the Company. The Company generally attempts to limit the maximum amount of indemnification that the Company co …

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12. Equity Incentive Plans and Stock-Based Compensation A summary of shares available for grant under the Companys plans is as follows: Shares Available for Grant Total shares available for grant as of December 31, 2025 9,733,628 Nonvested equity stock and stock units granted (1)(2) ( 984,162 ) Nonvested equity stock and stock units forfeited (1) 503,226 Total shares available for grant as of June 30, 2026 9,252,692 (1) For purposes of determining the number of shares available for grant under the 2015 Equity Incentive Plan against the maximum number of shares authorized, each restricted stock unit granted prior to April 27, 2023 reduces the number of shares available for grant by 1.5 shares and each restricted stock unit forfeited increases shares available for grant by 1.5 shares. Each restricted stock unit granted on or after April 27, 2023 reduces the number of shares available for grant by 1.0 share and each restricted stock unit forfeited increases shares available for grant by 1.0 share. (2) Amount includes approximately 0.1 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the second quarter of 2026 and discussed under the section titled Nonvested Equity Stock and Stock Units below. Employee Stock Purchase Plan Under the 2015 Employee Stock Purchase Plan (2015 ESPP), the Company issued 57,640 shares at a price of $ 89.90 and 91,827 shares at a price of $ 40.76 per share during the six months ende …

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9 . Fair Value of Financial Instruments The following table presents the financial instruments that are carried at fair value and summarizes their valuation by the respective pricing levels as of June 30, 2026 and December 31, 2025: As of June 30, 2026 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets carried at fair value Money market funds $ 2,137 $ 2,137 $ $ Time deposits 16,960 16,960 U.S. Government bonds and notes 180,876 180,876 Non-U.S. Government bonds and notes 7,812 7,812 Corporate bonds, commercial paper and notes 539,496 539,496 Total assets carried at fair value $ 747,281 $ 2,137 $ 745,144 $ As of December 31, 2025 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets carried at fair value Money market funds $ 47,277 $ 47,277 $ $ Time deposits 15,540 15,540 U.S. Government bonds and notes 178,297 178,297 Non-U.S. Government bonds and notes 3,983 3,983 Corporate bonds, commercial paper and notes 448,901 448,901 Total assets carried at fair value $ 693,998 $ 47,277 $ 646,721 $ The Company monitors its investments for impairment and records appropriate reductions in carrying value when necessary. During the six months ended June 30, 2026 and 2025, the Company recorded no other-than-temporary impairment charges on its investments. During the si …

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14. Income Taxes The Company recorded a provision for income taxes of $ 11.9 million and $ 9.9 million for the three months ended June 30, 2026 and 2025, respectively, and a provision for income taxes of $ 20.7 million and $ 17.2 million for the six months ended June 30, 2026 and 2025, respectively. The provisions for income taxes for the three and six months ended June 30, 2026 and 2025 were primarily driven by the statutory tax expense for domestic and foreign jurisdictions for the respective fiscal years, offset by tax benefits from excess stock-based compensation deductions. During both the three months ended June 30, 2026 and 2025, the Company paid foreign withholding taxes of $ 5.4 million. During the six months ended June 30, 2026 and 2025, the Company paid foreign withholding taxes of $ 10.9 million and $ 11.0 million, respectively. As of December 31, 2025, the Company had $ 108.0 million of unrecognized tax benefits, before interest accrual, including $ 24.3 million recorded as a reduction of long-term deferred tax assets, $ 82.7 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea, and $ 1.0 million recorded to long-term income taxes payable. As of June 30, 2026, the Company had approximately $ 108.6 million of unrecognized tax benefits, before interest accrual, including $ 25.1 million recorded as a reduction of long-term deferred tax assets, $ 82.7 million recorded as a reduc …

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15. Litigation and Contingent Liability Rambus is not currently a party to any material pending legal proceeding; however, from time to time, Rambus may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business, operating results, financial position or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management attention and resources and other factors. The Company records a contingent liability when it is probable that a loss has been incurred and the amount is reasonably estimable in accordance with accounting for contingencies.

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1 0. Leases The Company leases office space, domestically and internationally, under operating leases. The Companys leases have remaining lease terms generally between on e year and seven years . Oper ating leases are included in operating lease right-of-use (ROU) assets, operating lease liabilities and long-term operating lease liabilities on the Companys Unaudited Condensed Consolidated Balance Sheets. The Company does not have any finance leases. The table below reconciles the undiscounted cash flows for the first five years and the total of the remaining years to the operating lease liabilities recorded in the Unaudited Condensed Consolidated Balance Sheet as of June 30, 2026 (in thousands): Years ending December 31, Amount 2026 (remaining six months) $ 3,706 2027 5,970 2028 4,865 2029 4,871 2030 4,232 Thereafter 687 Total minimum lease payments 24,331 Less: amount of lease payments representing interest ( 2,528 ) Present value of future minimum lease payments 21,803 Less: current obligations under leases ( 6,035 ) Long-term lease obligations $ 15,768 As of June 30, 2026, the weighted-average remaining lease term for the Companys operating leases was 4.1 years and the weighted-average discount rate used to determine the present value of the Companys operating leases was 7.5 % . Operating lease costs included in research and development and selling, general and administrative costs in the Unaudited Condensed Consolidated Statements of Income were $ 1.5 million for both the …

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3. Revenue Recognition Contract Balances The contract assets are primarily related to the Companys fixed fee intellectual property (IP) licensing arrangements and rights to consideration for performance obligations delivered but not billed as of June 30, 2026. The Companys contract balances were as follows: As of (In thousands) June 30, 2026 December 31, 2025 Unbilled receivables $ 25,859 $ 28,438 Deferred revenue $ 23,443 $ 31,601 During the six months ended June 30, 2026, the Company recognized $ 21.9 million of revenue that was included in deferred revenue as of December 31, 2025. During the six months ended June 30, 2025, the Company recognized $ 14.7 million of revenue that was included in deferred revenue as of December 31, 2024. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted but unsatisfied performance obligations were approximately $ 34.3 million as of June 30, 2026, which the Company primarily expects to recognize over the next two years . …

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7 . Segments and Major Customers Operating segments are based upon the Companys internal organization structure, the manner in which its operations are managed, the criteria used by its Chief Operating Decision Maker (CODM) to evaluate segment performance and availability of separate financial information regularly reviewed for resource allocation and performance assessment. The Company has determined its CODM to be the Chief Executive Officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of managing the business, allocating resources, making operating decisions and assessing financial performance. On this basis, the Company is organized and operates as a single segment within the semiconductor space. As of June 30, 2026 , the Company has a single operating and reportable segment. The CODM uses net income to assess segment performance, allocate resources and manage the business on a consolidated basis. The significant expenses for the segment exclude certain non-cash adjustments and non-recurring items, and are used to monitor budget versus actual results and to analyze the period-over-period comparisons. The significant expenses that are regularly provided to the CODM and reconciliations to the consolidated net income for the three and six months ended June 30, 2026 and 2025, respectively, were as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2026 2025 2026 2025 Total revenue $ 207,385 $ 172,209 $ …

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Significant Accounting Policies There were no material changes to Rambus significant accounting policies disclosed in Note 2, Summary of Significant Accounting Policies, of Notes to Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2025 . …

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13. Stockholders Equity Share Repurchase Program On October 29, 2020, the Companys board of directors (the 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, the Company 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 the Companys stock price reaching certain levels. During the six months ended June 30, 2026, the Company 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, the Company 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 …

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