1 unchanged sentence
Our common stock is listed on The NASDAQ Global Select Market under the symbol “RMBS.”
−Removed: The graph below compares the cumulative 5-year total return of holders of Rambus Inc.’s common stock with the cumulative total returns of the NASDAQ Composite index and the RDG Semiconductor Composite index.
+Added: The graph below compares the cumulative five-year total return of holders of Rambus Inc.’s common stock with the cumulative total returns of the NASDAQ Composite index and the RDG Semiconductor Composite index.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2017 to December 31, 2022.
3 unchanged sentences
NASDAQ Composite $ 100.00 $ 97.16 $ 132.81 $ 192.47 $ 235.15 $ 158.65
−Removed: $100.00 $129.64 $125.96 $172.17 $249.51 $304.85
RDG Semiconductor Composite $ 100.00 $ 90.09 $ 134.47 $ 195.30 $ 295.15 $ 184.29
−Removed: $100.00 $135.72 $126.17 $186.57 $271.57 $413.36
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
3 unchanged sentences
We have never paid or declared any cash dividends on our common stock or other securities.
−Removed: Share Repurchase Program
+Added: Share Repurchase Programs
On October 29, 2020, our Board approved a new share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares (the “2020 Repurchase Program”).
4 unchanged sentences
Also in the second quarter of 2021, we entered into another accelerated share repurchase program with Deutsche Bank on June 15, 2021 (the “2021 ASR Program”), which was completed in the fourth quarter of 2021.
−Removed: After giving effect to the 2020 and 2021 ASR programs, detailed in the table below, we had remaining authorization to repurchase approximately 12.9 million shares.
+Added: In the third quarter of 2022, we entered into an accelerated share repurchase program with Wells Fargo Bank, National Association (“Wells Fargo”) on September 9, 2022 (the “2022 ASR Program”), which was completed in the fourth quarter of 2022.
+Added: After giving effect to the 2020, 2021 and 2022 ASR programs, detailed in the table below, there remained an outstanding authorization to repurchase approximately 9.7 million shares of our outstanding common stock under the 2020 Repurchase Program.
We record stock repurchases as a reduction to stockholders’ equity.
3 unchanged sentences
7,066,820 $ 21.23 7,066,820 12,933,180
−Removed: April 1, 2021 - May 31, 2021 (1)
−Removed: 68,435 $ 18.63 68,435 17,315,476
−Removed: June 1, 2021 - June 30, 2021 (2)
+Added: September 1, 2022 - September 30, 2022 (3)
3,132,341 $ 31.93 3,132,341 9,800,839
−Removed: October 1, 2021 - December 31, 2021 (2)
+Added: December 1, 2022 - December 31, 2022 (3)
62,761 $ 31.93 62,761 9,738,078
6 unchanged sentences
The total shares of our common stock received and retired under the terms of the accelerated share repurchase program were 2.7 million, with an average price paid per share of $18.63.
−Removed: Refer to Note 15, “Stockholders’ Equity,” of Notes to Consolidated Financial Statements of this Form 10-K for further discussion.
+Added: Refer to Note 15, “Stockholders’ Equity,” of Notes to Consolidated Financial Statements of this Form 10-K for additional information.
(2) In June 2021, we entered into the 2021 ASR Program with Deutsche Bank to repurchase an aggregate of $100.0 million of our common stock.
1 unchanged sentence
The remaining $20.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to our stock.
−Removed: In October 2021, the accelerated share repurchase program was completed and we received an additional 0.4 million shares of our common stock, which were retired, as the final settlement of the accelerated share repurchase program.
+Added: During the fourth quarter of 2021, the accelerated share repurchase program was completed and we received an additional 0.4 million shares of our common stock, which were retired, as the final settlement of the accelerated share repurchase program.
+Added: The total shares of our common stock received and retired under the terms of the accelerated share repurchase program were 4.4 million, with an average price paid per
+Added: share of $22.82.
+Added: Refer to Note 15, “Stockholders’ Equity,” of Notes to Consolidated Financial Statements of this Form 10-K for additional information.
+Added: (3) In September 2022, we entered into the 2022 ASR Program with Wells Fargo to repurchase an aggregate of $100.0 million of our common stock.
+Added: We made an upfront payment of $100.0 million pursuant to the accelerated share repurchase program and received an initial delivery of approximately 3.1 million shares, which were retired and recorded as a $80.0 million reduction to stockholders’ equity.
+Added: The remaining $20.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to our stock.
+Added: During the fourth quarter of 2022, the accelerated share repurchase program was completed and we received an additional 0.1 million shares of our common stock, which were retired, as the final settlement of the accelerated share repurchase program.
The total shares of our common stock received and retired under the terms of the accelerated share repurchase program were 3.2 million, with an average price paid per share of $31.30.
−Removed: Refer to Note 15, “Stockholders’ Equity,” of Notes to Consolidated Financial Statements of this Form 10-K for further discussion.
+Added: Refer to Note 15, “Stockholders’ Equity,” of Notes to Consolidated Financial Statements of this Form 10-K for additional information.
Unregistered Sales of Equity Securities and Use of Proceeds
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.