Rambus Inc. filed a Current Report on Form 8-K on August 5, 2026, disclosing that it entered into an accelerated share repurchase agreement on August 4, 2026, with Mizuho Markets Americas LLC to repurchase shares of its common stock for an aggregate purchase price of approximately $100 million.

Key Highlights

  • $100 million repurchase: Rambus agreed to pay $100 million to Mizuho Markets Americas LLC under an accelerated share repurchase program.
  • Initial delivery: The company will receive an initial delivery of approximately 796,000 shares upon prepayment.
  • Final share count variable: The total number of shares repurchased will be determined by the volume-weighted average price of common stock during the transaction term, less a discount.
  • Board-authorized program: The ASR program is part of a broader share repurchase program previously authorized by the board of directors.
  • Expected completion: The ASR program is expected to be completed by the end of the third quarter of 2026.
  • Dealer agent: Mizuho Securities USA LLC acted as agent for Mizuho Markets Americas LLC in the transaction.

Rambus Prepays $100 Million in Accelerated Share Repurchase with Mizuho

According to the filing, Rambus Inc. (NASDAQ: RMBS) entered into a Supplemental Confirmation under a Master Confirmation (together, the "ASR Agreement") with Mizuho Markets Americas LLC, through its agent Mizuho Securities USA LLC, on August 4, 2026. Under the terms disclosed, the company will prepay $100 million to the dealer and will receive an initial delivery of approximately 796,000 shares of its common stock.

The filing states that the final number of shares to be repurchased under the ASR program will be determined based on the volume-weighted average price of the company's common stock during the term of the transaction, less a discount. Rambus disclosed that the ASR program is part of a broader share repurchase program previously authorized by its board of directors, and the company expects the program to be completed by the end of the third quarter of 2026.

The filing notes that the ASR Agreement contains additional terms governing the program, including "the mechanism used to determine the final settlement of the repurchase of the Shares, the method of such settlement, the circumstances under which Dealer is permitted to make adjustments to the terms of the ASR Agreement, the circumstances under which the ASR Agreement may be terminated early, and various acknowledgements, representations and warranties made by the Company and Dealer." The filing also reports that on August 5, 2026, Rambus issued a press release announcing entry into the ASR Agreement. The report was signed by Sumeet Gagneja, Senior Vice President and Chief Financial Officer.

What Was Disclosed

Rambus disclosed an accelerated share repurchase agreement valued at approximately $100 million with Mizuho Markets Americas LLC, including an initial delivery of approximately 796,000 shares, with final share totals subject to volume-weighted average pricing during the transaction term.