What changed in this filing

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Item 1. Business

2025-02-24 compared with 2024-02-23 · 47 added, 40 removed, 113 unchanged (44% of the section changed)

As an industry pioneer with over 30 years of advanced semiconductor design experience, Rambus is dedicated to addressing the challenges of accelerating and protecting data in hardware for the data center and other growing markets.

We are a leader in high-performance memory subsystems, providing chips, silicon intellectual property (“IP”) and innovations that maximize the performance and security in computationally intensive systems.

With the exponential increase in the complexity, size and number of advanced workloads, like generative artificial intelligence (“AI”), the demands on computing infrastructure continue to grow at an accelerated pace.

The performance gap between processors and memory is an increasingly significant bottleneck in high-performance systems.

Processors and accelerators continue to increase in speed and core count, while memory latency and bandwidth lag behind, creating a “memory wall” inhibiting overall system performance improvements.

Throughout our history, Rambus has been focused on advancing memory technologies and novel architectures, as well as delivering the solutions needed to break down the memory wall.

We provide industry-leading memory interface chips that enable the highest bandwidth and capacity server memory modules, maximizing memory performance for data-intensive workloads.

The broadening adoption of AI also creates opportunities for our silicon IP solutions.

Our high-performance digital controller cores are increasingly critical to accelerated computing chips.

In addition, the proliferation of application-specific silicon creates increased vulnerabilities to attack as data is distributed across systems, amplifying the need for our industry-leading security IP.

Rambus offers a balanced and diverse portfolio of solutions across chips, silicon IP and patent licensing, each of them contributing at scale.

The data center continues to be the Company’s primary focus market, demanding the highest performance and security, and represents greater than 75% of the revenue from Rambus chip and silicon IP sales.

Benefiting from the increasing demands in data center, our product revenue, which consists primarily of memory interface chips, has grown at a 5-year compound annual growth rate of 42% from 2018 through 2023.

Silicon IP has sustained momentum, driven by design wins at leading system on chip (“SoC”) customers, and is well positioned to capture the growing opportunities.

In addition, this year Rambus successfully closed and extended key patent licensing agreements, solidifying our foundation of sustained cash generation to fuel investments in our product and technology roadmaps and delivering consistent return of value to stockholders.

Rambus is a global semiconductor company dedicated to enabling the future of the data center and artificial intelligence (“AI”) by delivering innovative memory and security solutions that address the evolving needs of the technology industry.

As a pioneer with nearly 35 years 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 encompassing chips and silicon IP.

Focusing primarily on the data center, our innovative solutions maximize performance and security in computationally intensive systems.

The explosion of data-intensive workloads, driven by the proliferation of generative AI, large language models (“LLMs”), and high-performance computing (“HPC”), is placing unprecedented demands on computing infrastructure.

This surge in data processing is exacerbating the performance gap between processors and memory, creating a critical bottleneck—the “memory wall”—that limits overall system efficiency.

As processors and accelerators rapidly increase in speed and core count, memory bandwidth and latency must keep pace to unlock their full potential.

Rambus is uniquely positioned to address this challenge.

Our deep expertise in memory technologies and innovative architectures enables us to deliver solutions that break through the memory wall.

We provide industry-leading memory interface chips that enable the highest bandwidth and capacity server memory modules, maximizing memory performance for the most demanding data-intensive workloads.

These solutions are essential for supporting the training and inference of increasingly complex AI models, including those used in generative AI applications.

Furthermore, the pervasive adoption of AI across diverse applications is creating significant opportunities for our silicon IP portfolio.

Our high-performance digital controller cores are becoming increasingly vital components in accelerated computing chips, including custom silicon chips, which are the workhorses of AI processing.

The expanding attack surface in today’s accelerated computing environments necessitates robust security solutions.

Our industry-leading security IP plays a crucial role in safeguarding data and protecting against evolving cyber threats.

Rambus is committed to the sustained investment in our technology development and product roadmap to stay at the forefront of the innovation cycle and advance our product leadership.

In 2024, we expanded our product portfolio with a new line of server power management ICs (“PMIC”) that will be increasingly important as the power-performance demands of computing continue to rise.

In addition, we introduced the industry’s first complete chipset for next-generation DDR5 Multiplexed Ranked Dual Inline Memory Modules (“MRDIMMs”), delivering breakthrough levels of memory performance for data center and AI.

Beyond the data center, cutting-edge technologies first leveraged in servers are cascading into the client market where we introduced our Client Clock Driver chip to enable state-of-the-art notebooks and desktops.

Finally, further fueling our continuous technology investment, we successfully secured and extended key patent licensing agreements, providing a strong foundation for sustained cash generation and consistent return of value to our stockholders.

Memory Interface Chips

Made for high performance, reliability and power efficiency, Rambus DDR memory interface chips for server memory modules (e.g., RDIMMs) enable increased bandwidth and expanded capacity in enterprise and cloud servers.

Made for high performance, reliability and power efficiency, Rambus DDR memory interface chips for server memory modules (e.g., RDIMMs and MRDIMMs) enable increased bandwidth and expanded capacity in enterprise and cloud servers.

The Rambus portfolio includes DDR5 and DDR4 memory interface chipsets.

Our leading-edge DDR5 chipset solution includes the Registering Clock Driver (“RCD”), Serial Presence Detect Hubs (“SPD Hub”) and Temperature Sensors (“TS”).

We sell memory interface chips directly and indirectly to memory module manufacturers, OEMs and hyperscalers worldwide through multiple channels, including our direct sales force and distributors.

We have sales operations in the United States, France, Japan, South Korea, Taiwan and China, where we employ sales personnel who serve our direct customers and manage our channel partners.

Our leading-edge DDR5 chipset solutions include the Registering Clock Driver (“RCD”), Multiplexed Registering Clock Driver (“MRCD”), Multiplexed Data Buffer (“MDB”), Power Management Integrated Circuits (“PMIC”), Serial Presence Detect Hubs (“SPD Hub”), Temperature Sensors (“TS”), and Client Clock Driver (“CKD”).

We sell memory interface chips directly and indirectly to memory module manufacturers, OEMs and hyperscalers worldwide through multiple channels, including our direct sales force and distributors, and we employ sales personnel to support such operations in the United States, South Korea, Taiwan and China.

We operate a fabless business model and use third-party foundries and manufacturing contractors to fabricate, assemble and test our memory interface chips.

We also inspect and test parts in our U.S.-based facilities.

This outsourced manufacturing approach allows us to focus our investment and resources on the research, development, design, sale and marketing of our products.

This outsourced manufacturing approach allows us to focus our investment and resources on the research, development, design, sale and marketing of our

Outsourcing also allows us the flexibility needed to respond to new market opportunities, simplifies our operations and significantly reduces our capital requirements.

Rambus Silicon IP includes interface and security IP solutions that move and protect data in advanced data center, government and automotive applications.

Our interface IP solutions feature both high-speed memory and chip-to-chip digital

controller IP.

Our interface IP solutions feature both high-speed memory and chip-to-chip digital controller IP.

Our security IP offerings comprise one of the industry’s most comprehensive portfolios of solutions, including crypto cores, hardware roots of trust, high-speed protocol engines and chip provisioning technologies.

We sell Silicon IP solutions to leading chip makers worldwide for integration into their SoC and FPGA designs.

Rambus Silicon IP is sold primarily through our direct sales force operating out of offices in the United States, France, Japan, South Korea, Taiwan and China.

We sell Silicon IP solutions to leading chip makers worldwide for integration into their custom silicon, Application Specific Standard Products (“ASSP”) and Field Programmable Gate Array (“FPGA”) designs.

Rambus Silicon IP is sold primarily through our direct sales force operating out of offices in the United States, India, Netherlands, France, Japan, South Korea, Taiwan and China.

Patent Licenses

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License agreements are structured with fixed or variable, or a hybrid of fixed and variable royalty payments over certain periods typically ranging up to ten years.

Leading semiconductor and electronic system companies, such as AMD, Broadcom, CXMT, IBM, Infineon, Kioxia, Marvell, MediaTek, Micron, Nanya, Nuvoton, NVIDIA, Phison, Qualcomm, Samsung, SK hynix, Socionext, STMicroelectronics, Toshiba, Western Digital and Winbond have licensed our patents for use in their own products.

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 for use in their own products.

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 royalty revenue.

The semiconductor industry is intensely competitive and is characterized by rapid technological change, short product life cycles, cyclical market patterns, price erosion, increasing foreign and domestic competition and market consolidation.

Rambus competes with product offerings from various companies depending upon the particular Rambus product line.

In the memory interface chip market, we compete with international semiconductor companies, including Renesas and Montage Technology.

In the memory interface chip market, we compete with international semiconductor companies, including Monolithic Power System, Montage Technology, Renesas and Texas Instruments.

In the Silicon IP market, Rambus competes with the in-house design teams at our potential customers, as well as with third-party IP suppliers, such as Cadence and Synopsys.

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To foster our research and development efforts, we have assembled a team of highly skilled inventors, engineers and scientists whose activities are focused on continually developing new innovations within our chosen technology fields, and have thereby secured the IP rights and legal protections for these ground-breaking inventions.

Using this foundation of innovation, our technical teams develop new semiconductor solutions that enable increased performance, greater power efficiency and increased levels of security, as well as other improvements and benefits.

Using this foundation of innovation, our technical teams develop new semiconductor solutions that enable increased performance, greater power

efficiency and increased levels of security, as well as other improvements and benefits.

Our solution design and development process is a multi-disciplinary effort requiring expertise in multiple fields across all of our operational units.

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We maintain and support an active program to protect our IP, primarily through the filing of patent applications and the defense of issued patents against potential infringement.

As of December 31, 2023, our technologies are covered by 2,221 U.S.

and foreign patents, having expiration dates ranging from 2024 to 2043.

Additionally, we have 547 patent applications pending.

As of December 31, 2024, our semiconductor, security and other technologies are covered by 2,224 U.S.

and foreign patents, with expiration dates ranging from 2025 to 2043.

Additionally, we have 547 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 believe our patented innovations provide our customers with the legal rights and licenses to use our inventions to achieve improved performance, greater cost-effectiveness and other technological benefits in their own products and services.

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.

We intend to continue our innovation efforts and allocate significant investment in our IP development programs.

We have a program to 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.

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.

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We have used, and intend to continue to use, our investor relations website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

The inclusion of our website address in this report does not include or incorporate by reference into this report any information on our website.

The inclusion of our website address in this report does not

include or incorporate by reference into this report any information on our website.

You can obtain copies of our Forms 10-K, 10-Q, 8-K and other filings with the SEC, and all amendments to these filings, free of charge, from our website as soon as reasonably practicable following our filing of any of these reports with the SEC.

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You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants that

file electronically with the SEC at www.sec.gov .

The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at www.sec.gov .

Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only.

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Lynch is a Chartered Accountant with the Institute of Chartered Accountants of Scotland and holds a bachelor’s degree in Accountancy and Finance from the University of Glasgow in Scotland.

Sean Fan 58 Senior Vice President, Chief Operating Officer.

Fan has served as the Senior Vice President, Chief Operating Officer since August 2019.

Prior to Rambus, from March 2019 to June 2019, he served as Vice President and General Manager at Renesas Electronics Corporation, responsible for the datacenter business unit, a premier supplier of advanced semiconductor solutions.

Sean Fan 59 Executive Vice President, Chief Operating Officer.

Fan has served as the Executive Vice President, Chief Operating Officer since November 2024 and as the Senior Vice President, Chief Operating Officer since August 2019.

Prior to Rambus, from March 2019 to June 2019, he served as Corporate Vice President and General Manager at Renesas Electronics Corporation, responsible for the datacenter business unit with full profit and loss responsibilities, a premier supplier of advanced semiconductor solutions.

Prior to his role at Renesas, Mr.

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Fan served in various engineering and management roles with Lucent Microelectronics, Mitel Semiconductor and the National Lab of Telecom Research in China.

Fan holds a master’s degree in Computer Engineering from the University of Cincinnati where he also conducted a PhD program study in Computer and Electrical Engineering.

He also holds a bachelor's degree in Computer Engineering and Telecommunications from the Beijing University of Posts & Telecom.

He continued his executive management education at Stanford University and the Wharton School of Business.

John Shinn 56 Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer.

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Prior to February 2015, Mr.

Shinn held the Sr.

Shinn held the position of Sr.

Director of Legal, Commercial Transactions at Brocade Communication Systems, Inc.

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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.

What changed 10-K

Item 1. Business