05/19/2026 | Press release | Distributed by Public on 05/19/2026 06:12
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Share Units (RSUs) | (1) | 04/17/2026 | M | 34,420 | (3) | (3) | Common Stock | 34,420 | $ 0 | 0 (3) | D | ||||
| Performance Share Units (PSUs) | (1) | 04/17/2026 | M | 57,002 | (4) | (4) | Common Stock | 57,002 | $ 0 | 0 (4) | D | ||||
| PSUs | (1) | 04/17/2026 | M | 107,395 | (5) | (5) | Common Stock | 107,395 | $ 0 | 0 (5) | D | ||||
| PSUs | (1) | 05/15/2026 | M | 173,593 | (6) | (6) | Common Stock | 173,593 | $ 0 | 0 (6) | D | ||||
| RSUs | (1) | 05/15/2026 | M | 237,342 | (7) | (7) | Common Stock | 237,342 | $ 0 | 237,342(7) | D | ||||
| RSUs | (1) | 05/15/2026 | M | 125,003 | (8) | (8) | Common Stock | 125,003 | $ 0 | 249,997(8) | D | ||||
| RSUs | (1) | 05/15/2026 | M | 1,562,500 | (9) | (9) | Common Stock | 1,562,500 | $ 0 | 1,562,500(9) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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McClelland Bruce William C/O RIBBON COMMUNICATIONS 6500 CHASE OAKS BLVD., SUITE 100 PLANO, TX 75023 |
X | Chief Executive Officer | ||
| Patrick Macken, POA from Bruce McClelland, President & CEO | 05/19/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each Restricted Share Unit (RSU) and Performance Share Unit (PSU) converts into common stock on a one-for-one basis. |
| (2) | Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the awards. |
| (3) | The RSUs were granted on April 17, 2023 and are fully vested. |
| (4) | The number of PSUs earned and issued upon vesting was determined based on goals (set by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") on an annual basis) for each of the three fiscal years ended December 31, 2025. Based on the Compensation Committee's determination of achievement of these pre-established financial goals, 32%, 70% and 36% of the shares subject to the 2023, 2024 and 2025 financial periods, respectively, were earned and vested on April 17, 2026. |
| (5) | The number of PSUs earned and issued upon vesting was determined based on the Issuer's total shareholder return (TSR) compared to pre-established relative TSR goals, based on the TSR of a peer index of companies (set by the Compensation Committee at the time of grant) over the three fiscal years ended December 31, 2025. Based on the Compensation Committee's determination of achievement of the pre-established TSR goal, 130% of the shares subject to the PSU award were earned and vested on April 17, 2026. |
| (6) | The number of PSUs earned and issued upon vesting was determined based on goals (set by the Compensation Committee on an annual basis) for each of the two fiscal years ended December 31, 2025. Based on the Compensation Committee's determination of achievement of these pre-established financial goals, 70% and 36% of the shares subject to the 2024 and 2025 financial periods, respectively, were earned and vested on May 15, 2026. |
| (7) | The RSUs were granted on May 15, 2025 and vested as to one-half on May 15, 2026; the remaining one-half of the RSUs will vest in two equal semi-annual installments thereafter through May 15, 2027. |
| (8) | The RSUs were granted on May 15, 2025 and vested as to one-third on May 15, 2026; the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through May 15, 2028. |
| (9) | The RSUs were granted on May 15, 2025 and vested as to one-half on May 15, 2026; the remaining one-half of the RSUs will vest in two equal semi-annual installments thereafter through May 15, 2027. |