Ribbon Communications (Nasdaq: RBBN) Q1 loss and outlook as Rick Marmurek becomes CFO
Rhea-AI Filing Summary
Ribbon Communications reported first quarter 2026 revenue of $163 million, down from $181 million a year earlier, and a GAAP net loss of $34.5 million or $(0.20) per share. On a non-GAAP basis, net loss was $8.4 million and Adjusted EBITDA was $(8.3) million, reflecting softer gross margin and restructuring costs.
The company projects second quarter 2026 revenue between $185 million and $195 million, non-GAAP gross margin of 49%–50%, and Adjusted EBITDA of $9–$14 million. For full-year 2026, it targets revenue around $857.5 million and Adjusted EBITDA near $112.5 million. Cash and cash equivalents were $67.6 million at March 31, 2026, down from $96.4 million at year-end, as operating activities used cash.
The company also announced that Chief Financial Officer John Townsend will resign effective April 30, 2026, to pursue another opportunity. Eric “Rick” Marmurek, currently Deputy CFO and Chief Accounting Officer, will become Executive Vice President, Chief Financial Officer and Chief Accounting Officer effective May 1, 2026, with a base salary of $475,000 and a target bonus equal to 75% of base salary.
Positive
- None.
Negative
- None.
Insights
Q1 showed weaker margins and cash burn, but guidance implies a stronger second half.
Ribbon Communications delivered Q1 2026 revenue of $163M, down from $181M, with GAAP gross margin compressing to 42.9%. GAAP net loss widened to $34.5M, while non-GAAP net loss was $8.4M and Adjusted EBITDA was $(8.3)M, highlighting near-term profitability pressure.
Despite this soft quarter and $22M operating cash use, the company guides Q2 revenue to $185–$195M and non-GAAP gross margin of 49–50%, with Adjusted EBITDA of $9–$14M. Full-year guidance of $857.5M revenue and $112.5M Adjusted EBITDA suggests a meaningful profitability ramp versus trailing twelve-month Adjusted EBITDA of $92.5M, assuming execution.
The CFO transition adds a governance dimension: longtime executive Rick Marmurek steps in as CFO on May 1, 2026, following John Townsend’s departure, which the company states is not due to disagreements. Investors may focus on whether financial discipline and the projected margin expansion are maintained under the new finance leadership in upcoming quarters.
8-K Event Classification
Key Figures
Key Terms
Adjusted EBITDA financial
non-GAAP Gross margin financial
stock-based compensation financial
warrant liability financial
forward-looking statements regulatory
Earnings Snapshot
For Q2 2026, projected revenue is $185–$195M, non-GAAP gross margin 49%–50%, and Adjusted EBITDA $9–$14M. For full-year 2026, projected revenue midpoint is $857.5M, non-GAAP gross margin 53%, and Adjusted EBITDA midpoint $112.5M.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02. |
Results of Operations and Financial Condition. |
The information in this Item 2.02 of this Current Report on Form 8-K (the "Current Report"), including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), otherwise subject to the liabilities of that Section or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On April 28, 2026, Ribbon Communications Inc. (the "Company") issued a press release reporting financial information for the quarter ended March 31, 2026, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Departure of Certain Officers
On April 28, 2026, Ribbon Communications Inc. (the “Company”) announced that John Townsend, Executive Vice President, Chief Financial Officer of the Company, has notified the Company that he is resigning effective April 30, 2026 to pursue another professional opportunity. Mr. Townsend’s departure is not related to any disagreement with the Company relating to its operations, policies or practices.
(c) Appointment of Certain Officers
On April 28, 2026, in connection with Mr. Townsend’s departure, the Company announced that it is promoting Eric “Rick” Marmurek to the position of Executive Vice President, Chief Financial Officer and Chief Accounting Officer of the Company effective May 1, 2026. Mr. Marmurek, CPA, age 60, has served as the Company’s Senior Vice President and Chief Accounting Officer since 2018 and was promoted to Deputy Chief Financial Officer and Chief Accounting Officer in October 2024. Mr. Marmurek has over 35 years of financial experience. He has been with the Company and its predecessor companies for more than 15 years. Prior to joining the Company, he spent 10 years doing tax-related work for Nokia. He started his career in public accounting with Coopers and Lybrand. Mr. Marmurek earned an accounting degree from the University of Texas at Austin and a Master of Business Administration from Southern Methodist University.
Mr. Marmurek’s annual compensation consists of a base salary of $475,000, a target bonus of 75% of his base salary, and he is eligible for annual equity grants. Mr. Marmurek’s compensatory arrangements are subject to review and adjustment in accordance with the Company’s applicable practices and policies.
There is no arrangement or understanding between Mr. Marmurek and any other person pursuant to which Mr. Marmurek was appointed as Executive Vice President, Chief Financial Officer and Chief Accounting Officer. There are no family relationships between Mr. Marmurek and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On April 28, 2026, the Company issued a press release announcing Mr. Marmurek’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release, dated April 28, 2026, regarding preliminary financial results. | |
| 99.2 | Press Release, dated April 28, 2026, regarding Rick Marmurek. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 28, 2026 | Ribbon Communications Inc. | ||
| By: | /s/ Patrick Macken | ||
| Name: | Patrick W. Macken | ||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | ||
Exhibit 99.1
Ribbon Communications Inc. Reports
First Quarter 2026 Financial Results
Growing Demand Increases Confidence in Sequential and 2nd Half 2026 Growth
Momentum Building in New Markets including AIOps and Data Center Interconnect
First Quarter Revenue in Line with Expectations
PLANO, Texas – Ribbon Communications Inc. (Nasdaq: RBBN), a global leader in real-time communications technology and IP optical networking solutions, today announced its financial results for the first quarter of 2026. Ribbon Communications is dedicated to assisting the world's largest service providers, enterprises, and critical infrastructure operators in modernizing and safeguarding their networks and services.
First Quarter 2026 Highlights
Financial Results1:
| · | Revenue was $163 million, compared to $181 million for the first quarter of 2025 |
| · | GAAP Operating Loss was ($32) million, compared to ($20) million for the first quarter of 2025 |
| · | Non-GAAP Adjusted EBITDA was ($8) million, compared to $6 million for the first quarter of 2025 |
| · | GAAP Gross Margin was 42.9%, compared to 45.4% for the first quarter of 2025 |
| · | Non-GAAP Gross Margin was 45.8%, compared to 48.6% for the first quarter of 2025 |
“We remain confident in the underlying demand environment and continue to expect meaningful second-half growth across multiple end markets including voice transformation projects with U.S. Service Providers and Federal agencies, and growing IP and Optical deployments in the U.S. and EMEA regions, with significant improvement beginning in the second quarter,” stated Bruce McClelland, President and Chief Executive Officer of Ribbon Communications. “Revenue in the first quarter was in line with expectations and reflected the timing dynamics we outlined earlier this year. While margins were pressured by a slower deployment pace with key U.S. Tier 1 Service Providers and higher sales in India, we expect margin expansion as revenue increases throughout the year.”
Mr. McClelland continued, “We were particularly pleased by several new Data Center Interconnect wins in the first quarter, as well as multiple new secure private optical network awards supporting major energy producers and distributors in multiple countries. Importantly, we are gaining traction with our Ribbon AcumenTM AIOps platform with several new customer engagements and a growing pipeline of POCs. Furthermore, we believe our recent Strategic Collaboration Agreement with Amazon Web Services further strengthens our leadership position in cloud-native communications infrastructure to enable Agentic and AI voice capabilities.”
John Townsend, Chief Financial Officer of Ribbon Communications, remarked, “We continue to make deliberate investments to support our expected second half revenue growth including maintaining higher professional services capacity and retaining highly skilled resources. Notwithstanding this, we are staying focused on controlling expenses and driving efficiencies, helping mitigate currency headwinds.”
1
| Three months ended | ||||||||
| March 31, | ||||||||
| In millions, except per share amounts | 2026 | 2025 | ||||||
| GAAP Revenue | $ | 163 | $ | 181 | ||||
| GAAP Net income (loss) | $ | (34 | ) | $ | (26 | ) | ||
| Non-GAAP Net income (loss) | $ | (8 | ) | $ | (5 | ) | ||
| Non-GAAP Adjusted EBITDA | $ | (8 | ) | $ | 6 | |||
| GAAP diluted earnings (loss) per share | $ | (0.20 | ) | $ | (0.15 | ) | ||
| Non-GAAP diluted earnings (loss) per share | $ | (0.05 | ) | $ | (0.03 | ) | ||
| Weighted average shares outstanding basic | 176 | 176 | ||||||
| Weighted average shares outstanding diluted | 178 | 180 | ||||||
1 Please see the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures and additional information about non-GAAP measures in the section entitled “Discussion of Non-GAAP Financial Measures” in the attached schedules.
Business Highlights:
| · | Ribbon Provides Edge Solutions for Salt’s Enterprise Voice Expansion |
| · | Ribbon and AWS Transform Cloud Deployment for Service Providers and Enterprises |
Business Outlook2
For the second quarter of 2026, the Company projects revenue of $185 million to $195 million. Non-GAAP gross margin is projected in a range of 49% to 50%. Adjusted EBITDA is projected in a range of $9 million to $14 million.
The Company’s outlook is based on current indications for its business, which are subject to change.
2 GAAP earnings guidance is not provided. Please see the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures and additional information about the non-GAAP measures in the section entitled “Discussion of Non-GAAP Financial Measures” in the attached schedules.
Upcoming Conference Schedule
| · | May 12, 2026: 21st Annual Needham Technology, Media, & Consumer 1x1 Conference |
| · | May 21, 2026: B. Riley Securities 26th Annual Investor Conference |
| · | June 17, 2026: TD Cowen and CEO Summit Inaugural Disruptive Technology Summit |
| · | June 23, 2026: Northland Growth Conference |
Conference Call and Webcast Information
Ribbon Communications will host a conference call to discuss the Company’s financial results at 4:30 p.m. ET on Tuesday, April 28, 2026.
Dial-in Information:
US/Canada: 877-407-2991
International: 201-389-0925
Instant Telephone Access: Call me™
A live (listen-only) webcast and replay will be available on the Company’s Investor Relations website at investors.ribboncommunications.com.
Investor Contact
+1 (978) 614-8050
ir@rbbn.com
Media Contact
Catherine Berthier
+1 (646) 741-1974
cberthier@rbbn.com
2
About Ribbon
Ribbon Communications (Nasdaq: RBBN) is a global provider of voice communications software, IP routing, and optical networking to mobile and wireline service providers, enterprises, critical infrastructure and defense sectors. We support our customers’ Path to Autonomous Networks by leveraging the latest AIOps automation platforms and Agentic AI technologies, helping them deliver better customer experiences, reduce operational costs, and achieve sustainable growth.
To learn more about Ribbon visit rbbn.com.
Important Information Regarding Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to a number of risks and uncertainties. All statements other than statements of historical facts contained in this release, including without limitation, statements regarding Company’s projected financial results for the second quarter of 2026 and beyond; expected customer spend and timing; beliefs about the Company’s business strategy, including new product introductions such as the Acumen AIOps platform; beliefs about the accelerating adoption of AI and the shift towards autonomous networking; and the timing of customer network transformation projects, are forward-looking statements. Without limiting the foregoing, the words “anticipates”, “believes”, “could”, “estimates”, “expects”, “expectations”, “intends”, “may”, “plans”, “projects” and other similar language, whether in the negative or affirmative, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are unknown and/or difficult to predict and that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, unpredictable fluctuations in quarterly revenue and operating results; the impact of restructuring and cost-containment activities; increases in tariffs, trade restrictions or taxes on our products; supply chain disruptions resulting from component availability and/or geopolitical instabilities and disputes (including those related to the wars in the Middle East and Ukraine); other impacts from the wars in the Middle East and Ukraine and related economic volatility and uncertainty resulting therefrom; the impact of military call-ups of our employees in Israel; material litigation; the impact of fluctuations in interest rates; material cybersecurity and data intrusion incidents, including any security breaches resulting in the theft, transfer, or unauthorized disclosure of customer, employee, or company information; our ability to comply with applicable domestic and foreign information security and privacy laws, regulations and technology platform rules or other obligations related to data privacy and security; failure to compete successfully against telecommunications equipment and networking companies; failure to grow our customer base or generate recurring business from our existing customers; credit risks; the timing of customer purchasing decisions and our recognition of revenues; macroeconomic conditions, including inflation; our ability to adapt to rapid technological and market changes; our ability to generate positive returns on our research and development; our ability to protect our intellectual property rights and obtain necessary licenses; our ability to maintain partner, reseller, distribution and vendor support and supply relationships; the potential for defects in our products; risks related to the terms of our credit agreement; higher risks in international operations and markets; currency fluctuations; unanticipated adverse changes in legal, regulatory or tax laws; future accounting pronouncements or changes in our accounting policies; and/or failure or circumvention of our controls and procedures. We therefore caution you against relying on any of these forward-looking statements.
These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the Company's business and results from operations. Additional information regarding these and other factors can be found in the Company's reports filed with the Securities and Exchange Commission, including, without limitation, its Form 10-K for the year ended December 31, 2025. Any forward-looking statement made by the Company in this release speaks only as of the date on which this release was first issued. The Company undertakes no obligation to update any forward-looking statement publicly or otherwise, whether as a result of new information, future developments or otherwise, except as required by law.
3
Discussion of Non-GAAP Financial Measures
The Company’s management uses several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of its business, making operating decisions, planning and forecasting future periods, and determining payments under compensation programs. The Company considers the use of non-GAAP financial measures helpful in assessing the core performance of its continuing operations and when planning and forecasting future periods. The Company’s annual financial plan is prepared on a non-GAAP basis and is approved by its board of directors. In addition, budgeting and forecasting for revenue and expenses are conducted on a non-GAAP basis, and actual results on a non-GAAP basis are assessed against the annual financial plan. The Company defines continuing operations as the ongoing results of its business adjusted for certain expenses and credits, as described below. The Company believes that providing non-GAAP information to investors allows them to view the Company's financial results in the way its management views them and helps investors to better understand the Company’s core financial and operating performance and evaluate the efficacy of the methodology and information used by its management to evaluate and measure such performance.
While the Company’s management uses non-GAAP financial measures as tools to enhance its understanding of certain aspects of the Company’s financial performance, management does not consider these measures to be a substitute for, or superior to, GAAP measures. In addition, the Company’s presentations of these measures may not be comparable to similarly titled measures used by other companies. These non-GAAP financial measures should not be considered alternatives for, or in isolation from, the financial information prepared and presented in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures. In particular, many of the adjustments to the Company’s financial measures reflect the exclusion of items that are recurring and will be reflected in its financial results for the foreseeable future.
Stock-Based Compensation
The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. The Company believes that presenting non-GAAP operating results that exclude stock-based compensation provides investors with visibility and insight into its management’s method of analysis and its core operating performance.
Amortization of Acquired Technology (including software licenses); Amortization of Acquired Intangible Assets
Amortization amounts are inconsistent in frequency and amount and are significantly impacted by the timing and size of acquisitions. Amortization of acquired technology is reported separately within Cost of revenue and Amortization of acquired intangible assets is reported separately within Operating expenses. These items are reported collectively as Amortization of acquired intangible assets in the accompanying reconciliations of non-GAAP and GAAP financial measures. The Company believes that excluding non-cash amortization of these intangible assets facilitates the comparison of its financial results to its historical operating results and to other companies in its industry as if the acquired intangible assets had been developed internally rather than acquired.
Litigation Costs
In connection with certain ongoing litigation where Ribbon is the defendant (as described in the Company's Commitments and Contingencies footnotes in its Form 10-Qs and Form 10-Ks filed with the SEC, the Company has incurred litigation costs beginning in 2023. These costs are included as a component of general and administrative expense. The Company believes that such costs are not part of its core business or ongoing operations, are unplanned, and generally are not within its control. Accordingly, the Company believes that excluding litigation costs related to these specific legal matters facilitates the comparison of the Company's financial results to its historical operating results and to other companies in its industry.
Cybersecurity Incident
The Company has recorded expenses associated with responding to and remediating a cybersecurity incident, including costs for external legal services, cybersecurity experts, and IT restoration activities. The Company believes that excluding these expenses facilitates the comparison of its financial results to its historical operating performance and to other companies in its industry, as these costs are non-recurring in nature and are not associated with future revenue streams or ongoing operational benefits.
4
Acquisition-, Disposal- and Integration-Related
The Company considers certain acquisition-, disposal- and integration-related costs to be unrelated to the organic continuing operations of the Company and its acquired businesses. Such costs are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In 2025, the Company recorded expense for legal and professional fees associated with contemplated corporate development activities. The Company excludes such acquisition-, disposal- and integration-related costs to allow more accurate comparisons of its financial results to its historical operations and the financial results of less acquisitive peer companies and allows management and investors to consider the ongoing operations of the business both with and without such expenses.
Restructuring and Related
The Company has recorded restructuring and related expense to streamline operations and reduce operating costs by closing and consolidating certain facilities and reducing its worldwide workforce. The Company believes that excluding restructuring and related expense facilitates the comparison of its financial results to its historical operating results and to other companies in its industry, as there are no future revenue streams or other benefits associated with these costs.
Preferred Stock and Warrant Liability Mark-to-Market Adjustment
The Company recorded adjustments to the fair value of its Series A Preferred Stock and Warrants to purchase shares of the Company’s common stock in Other (expense) income, net. Both of these instruments were issued in March 2023 in connection with the Company’s private placement and have been classified as liabilities and marked to market each reporting period until the Series A Preferred Stock was fully redeemed on June 25, 2024. The Warrant liability remains outstanding and will continue to be marked to market each reporting period. The Company excluded these gains and losses from the change in the fair value of these liabilities because it believes that such gains or losses were not part of its core business or ongoing operations.
Tax Effect of Non-GAAP Adjustments
The Non-GAAP income tax provision is presented based on an estimated tax rate applied against forecasted annual non-GAAP income. The Company computes its non-GAAP estimated tax rate using its estimated GAAP annual effective tax rate for the period and adjusting for the tax effect of pre-tax non-GAAP adjustments. The Company computes a single annual non-GAAP rate for the Company and applying that rate (rather than multiple rates by jurisdiction) to its consolidated quarterly results. The Company expects that this methodology will provide a consistent rate throughout the year and allow investors to better understand the impact of income taxes on its results. Due to the methodology applied to its estimated annual tax rate, the Company’s estimated tax rate on non-GAAP income will differ from its GAAP tax rate and from its actual tax liabilities.
Adjusted EBITDA
The Company uses Adjusted EBITDA as a supplemental measure to review and assess its performance. The Company calculates Adjusted EBITDA by excluding from income (loss) from operations: depreciation; stock-based compensation; amortization of acquired intangible assets; certain litigation costs; expenses related to cybersecurity incidents; acquisition-, disposal- and integration-related expense; and restructuring and related expense. In general, the Company excludes the expenses that it considers to be non-cash and/or not a part of its ongoing operations. The Company may exclude other items in the future that have those characteristics. Adjusted EBITDA is a non-GAAP financial measure that is used by the investing community for comparative and valuation purposes. The Company discloses this metric to support and facilitate dialogue with research analysts and investors. Other companies may calculate Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure.
5
RIBBON COMMUNICATIONS INC.
Consolidated Statements of Operations
(in thousands, except percentages and per share amounts)
(unaudited)
| Three months ended | ||||||||||||
| March 31, | December 31 | March 31, | ||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Revenue: | ||||||||||||
| Product | $ | 68,114 | $ | 127,560 | $ | 81,991 | ||||||
| Service | 94,492 | 99,763 | 99,288 | |||||||||
| Total revenue | 162,606 | 227,323 | 181,279 | |||||||||
| Cost of revenue: | ||||||||||||
| Product | 49,425 | 62,571 | 57,893 | |||||||||
| Service | 38,928 | 39,067 | 35,628 | |||||||||
| Amortization of acquired technology | 4,562 | 4,622 | 5,388 | |||||||||
| Total cost of revenue | 92,915 | 106,260 | 98,909 | |||||||||
| Gross profit | 69,691 | 121,063 | 82,370 | |||||||||
| Gross margin | 42.9 | % | 53.3 | % | 45.4 | % | ||||||
| Operating expenses: | ||||||||||||
| Research and development | 44,445 | 44,714 | 43,568 | |||||||||
| Sales and marketing | 32,269 | 35,688 | 31,788 | |||||||||
| General and administrative | 16,978 | 16,113 | 15,128 | |||||||||
| Amortization of acquired intangible assets | 5,656 | 5,786 | 6,155 | |||||||||
| Restructuring and related | 2,038 | 9,465 | 5,341 | |||||||||
| Total operating expenses | 101,386 | 111,766 | 101,980 | |||||||||
| Income (loss) from operations | (31,695 | ) | 9,297 | (19,610 | ) | |||||||
| Interest expense, net | (9,756 | ) | (10,928 | ) | (10,500 | ) | ||||||
| Other (expense) income, net | 514 | 1,390 | 3,129 | |||||||||
| Income (loss) before income taxes | (40,937 | ) | (241 | ) | (26,981 | ) | ||||||
| Income tax benefit (provision) | 6,448 | 89,306 | 754 | |||||||||
| Net income (loss) | $ | (34,489 | ) | $ | 89,065 | $ | (26,227 | ) | ||||
| Earnings (loss) per share: | ||||||||||||
| Basic | $ | (0.20 | ) | $ | 0.51 | $ | (0.15 | ) | ||||
| Diluted | $ | (0.20 | ) | $ | 0.50 | $ | (0.15 | ) | ||||
| Weighted average shares used to compute earnings (loss) per share: | ||||||||||||
| Basic | 175,661 | 175,704 | 175,719 | |||||||||
| Diluted | 175,661 | 178,724 | 175,719 | |||||||||
6
RIBBON COMMUNICATIONS INC.
Consolidated Balance Sheets
(in thousands)
(unaudited)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 67,554 | $ | 96,405 | ||||
| Restricted cash | 2,045 | 1,726 | ||||||
| Accounts receivable, net | 204,058 | 231,885 | ||||||
| Inventory | 81,463 | 78,806 | ||||||
| Other current assets | 53,379 | 45,663 | ||||||
| Total current assets | 408,499 | 454,485 | ||||||
| Property and equipment, net | 64,077 | 65,559 | ||||||
| Intangible assets, net | 134,233 | 143,344 | ||||||
| Goodwill | 300,892 | 300,892 | ||||||
| Deferred income taxes | 181,834 | 174,318 | ||||||
| Operating lease right-of-use assets | 44,010 | 46,240 | ||||||
| Other assets | 26,157 | 27,417 | ||||||
| $ | 1,159,702 | $ | 1,212,255 | |||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Current portion of term debt | $ | 8,750 | $ | 8,750 | ||||
| Accounts payable | 77,293 | 79,840 | ||||||
| Accrued expenses and other | 77,890 | 90,759 | ||||||
| Operating lease liabilities | 11,601 | 11,699 | ||||||
| Warrant liability | 682 | - | ||||||
| Deferred revenue | 122,619 | 124,425 | ||||||
| Total current liabilities | 298,835 | 315,473 | ||||||
| Long-term debt, net of current | 322,975 | 324,525 | ||||||
| Warrant liability | - | 1,919 | ||||||
| Operating lease liabilities, net of current | 57,042 | 60,159 | ||||||
| Deferred revenue, net of current | 32,423 | 31,654 | ||||||
| Deferred income taxes | 5,728 | 5,728 | ||||||
| Other long-term liabilities | 23,597 | 23,803 | ||||||
| Total liabilities | 740,600 | 763,261 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders' equity: | ||||||||
| Common stock | 18 | 18 | ||||||
| Additional paid-in capital | 1,981,988 | 1,976,958 | ||||||
| Accumulated deficit | (1,569,038 | ) | (1,534,549 | ) | ||||
| Accumulated other comprehensive income | 6,134 | 6,567 | ||||||
| Total stockholders' equity | 419,102 | 448,994 | ||||||
| $ | 1,159,702 | $ | 1,212,255 | |||||
7
RIBBON COMMUNICATIONS INC.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Three months ended | ||||||||
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | (34,489 | ) | $ | (26,227 | ) | ||
| Adjustments to reconcile net income (loss) to cash flows (used in) provided by operating activities: | ||||||||
| Depreciation and amortization of property and equipment | 4,460 | 3,469 | ||||||
| Amortization of intangible assets | 10,218 | 11,543 | ||||||
| Amortization of debt issuance costs and original issue discount | 701 | 701 | ||||||
| Stock-based compensation | 5,957 | 4,298 | ||||||
| Deferred income taxes | (7,628 | ) | (4,628 | ) | ||||
| Change in fair value of warrant liability | (1,237 | ) | (1,735 | ) | ||||
| Foreign currency exchange (gains) losses | 1,173 | (1,328 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 27,233 | 29,459 | ||||||
| Inventory | (4,600 | ) | (1,546 | ) | ||||
| Other operating assets | (2,801 | ) | (5,578 | ) | ||||
| Accounts payable | (3,389 | ) | (2,184 | ) | ||||
| Accrued expenses and other long-term liabilities | (16,558 | ) | (9,631 | ) | ||||
| Deferred revenue | (1,036 | ) | (148 | ) | ||||
| Net cash (used in) provided by operating activities | (21,996 | ) | (3,535 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (3,072 | ) | (12,149 | ) | ||||
| Net cash (used in) provided by investing activities | (3,072 | ) | (12,149 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Principal payments of term debt | (2,187 | ) | (875 | ) | ||||
| Proceeds from the exercise of stock options | - | 1 | ||||||
| Payment of tax obligations related to vested stock awards and units | (103 | ) | (938 | ) | ||||
| Repurchase of common stock | (824 | ) | - | |||||
| Net cash (used in) provided by financing activities | (3,114 | ) | (1,812 | ) | ||||
| Effect of exchange rate changes on cash and cash equivalents | (350 | ) | 831 | |||||
| Net (decrease) increase in cash and cash equivalents | (28,532 | ) | (16,665 | ) | ||||
| Cash, cash equivalents and restricted cash, beginning of year | 98,131 | 90,479 | ||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 69,599 | $ | 73,814 | ||||
8
RIBBON COMMUNICATIONS INC.
Supplemental Information
(in thousands)
(unaudited)
The following tables provide the details of stock-based compensation included as components of other line items in the Company's Consolidated Statements of Operations and the line items in which these amounts are reported.
| Three months ended | ||||||||||||
| March 31, | December 31 | March 31, | ||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Stock-based compensation | ||||||||||||
| Cost of revenue - product | $ | 43 | $ | 43 | $ | 66 | ||||||
| Cost of revenue - service | 161 | 165 | 286 | |||||||||
| Cost of revenue | 204 | 208 | 352 | |||||||||
| Research and development | 477 | 436 | 725 | |||||||||
| Sales and marketing | 1,130 | 915 | 1,173 | |||||||||
| General and administrative | 4,146 | 3,228 | 2,048 | |||||||||
| Operating expense | 5,753 | 4,579 | 3,946 | |||||||||
| Total stock-based compensation | $ | 5,957 | $ | 4,787 | $ | 4,298 | ||||||
9
RIBBON COMMUNICATIONS INC.
Reconciliation of Non-GAAP and GAAP Financial Measures
(in thousands, except per share amounts)
(unaudited)
| Three months ended | ||||||||||||
| March 31, | December 31 | March 31, | ||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| GAAP Gross margin | 42.9 | % | 53.3 | % | 45.4 | % | ||||||
| Stock-based compensation | 0.1 | % | 0.1 | % | 0.2 | % | ||||||
| Amortization of acquired technology | 2.8 | % | 2.0 | % | 3.0 | % | ||||||
| Non-GAAP Gross margin | 45.8 | % | 55.4 | % | 48.6 | % | ||||||
| GAAP Net income (loss) | $ | (34,489 | ) | $ | 89,065 | $ | (26,227 | ) | ||||
| Stock-based compensation | 5,957 | 4,787 | 4,298 | |||||||||
| Amortization of intangible assets | 10,218 | 10,408 | 11,543 | |||||||||
| Litigation costs | 744 | 973 | 800 | |||||||||
| Cybersecurity incident | - | 600 | - | |||||||||
| Restructuring and related | 2,038 | 9,465 | 5,341 | |||||||||
| Preferred stock and warrant liability mark-to-market adjustment | (1,237 | ) | (3,184 | ) | (1,735 | ) | ||||||
| Tax effect of non-GAAP adjustments | 8,412 | (5,964 | ) | 1,401 | ||||||||
| Non-GAAP Net income (loss) | $ | (8,357 | ) | $ | 106,150 | $ | (4,579 | ) | ||||
| GAAP Diluted earnings (loss) per share | $ | (0.20 | ) | $ | 0.50 | $ | (0.15 | ) | ||||
| Stock-based compensation | 0.03 | 0.03 | 0.02 | |||||||||
| Amortization of intangible assets | 0.06 | 0.06 | 0.07 | |||||||||
| Litigation costs | 0.01 | 0.01 | * | |||||||||
| Cybersecurity incident | - | * | - | |||||||||
| Restructuring and related | 0.01 | 0.05 | 0.03 | |||||||||
| Preferred stock and warrant liability mark-to-market adjustment | (0.01 | ) | (0.02 | ) | (0.01 | ) | ||||||
| Tax effect of non-GAAP adjustments | 0.05 | (0.04 | ) | 0.01 | ||||||||
| Non-GAAP Diluted earnings (loss) per share | $ | (0.05 | ) | $ | 0.59 | $ | (0.03 | ) | ||||
| Weighted average shares used to compute diluted earnings (loss) per share | ||||||||||||
| Shares used to compute GAAP diluted earnings (loss) per share | 175,661 | 178,724 | 175,719 | |||||||||
| Shares used to compute Non-GAAP diluted earnings (loss) per share | 175,661 | 178,724 | 175,719 | |||||||||
| GAAP Income (loss) from operations | $ | (31,695 | ) | $ | 9,297 | $ | (19,610 | ) | ||||
| Depreciation | 4,460 | 4,546 | 3,469 | |||||||||
| Stock-based compensation | 5,957 | 4,787 | 4,298 | |||||||||
| Amortization of intangible assets | 10,218 | 10,408 | 11,543 | |||||||||
| Litigation costs | 744 | 973 | 800 | |||||||||
| Cybersecurity incident | - | 600 | - | |||||||||
| Restructuring and related | 2,038 | 9,465 | 5,341 | |||||||||
| Non-GAAP Adjusted EBITDA | $ | (8,278 | ) | $ | 40,076 | $ | 5,841 | |||||
* Less than $0.01 impact on earnings (loss) per share.
10
RIBBON COMMUNICATIONS INC.
Reconciliation of Non-GAAP and GAAP Financial Measures
(in thousands)
(unaudited)
| Trailing Twelve Months | ||||||||||||
| March 31, | December 31 | March 31, | ||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| GAAP Income (loss) from operations | $ | (15,409 | ) | $ | (3,324 | ) | $ | 10,748 | ||||
| Depreciation | 17,719 | 16,728 | 13,614 | |||||||||
| Stock-based compensation | 21,065 | 19,406 | 15,862 | |||||||||
| Amortization of intangible assets | 42,868 | 44,193 | 49,148 | |||||||||
| Litigation costs | 4,983 | 5,039 | 11,047 | |||||||||
| Cybersecurity incident | 600 | 600 | - | |||||||||
| Acquisition-, disposal- and integration-related | 4,337 | 4,337 | - | |||||||||
| Restructuring and related | 16,355 | 19,658 | 12,436 | |||||||||
| Non-GAAP Adjusted EBITDA | $ | 92,518 | $ | 106,637 | $ | 112,855 | ||||||
11
RIBBON COMMUNICATIONS INC.
Reconciliation of Non-GAAP and GAAP Financial Measures - Outlook
(unaudited)
| Three months ending | Year ending | |||||||||||
| June 30, 2026 | December 31, 2026 | |||||||||||
| Midpoint (1) | Range | Midpoint (1) | Range | |||||||||
| Revenue ($ millions) | $ | 190 | +/- $5M | $ | 857.5 | +/- $17.5M | ||||||
| Gross margin: | ||||||||||||
| GAAP outlook | 47.2 | % | 50.9 | % | ||||||||
| Stock-based compensation | 0.1 | % | 0.1 | % | ||||||||
| Amortization of acquired technology | 2.2 | % | 2.0 | % | ||||||||
| Non-GAAP outlook | 49.5 | % | +/- 0.5% | 53.0 | % | +/- 0.5% | ||||||
| Adjusted EBITDA ($ millions): | ||||||||||||
| GAAP income (loss) from operations | $ | (13.0 | ) | $ | 22.2 | |||||||
| Depreciation | 4.5 | 18.3 | ||||||||||
| Stock-based compensation | 7.5 | 23.4 | ||||||||||
| Amortization of intangible assets | 9.8 | 39.1 | ||||||||||
| Litigation costs | 0.7 | 1.2 | ||||||||||
| Restructuring and related | 2.0 | 8.3 | ||||||||||
| Non-GAAP outlook | $ | 11.5 | +/- $2.5M | $ | 112.5 | +/- $7.5M | ||||||
(1) Q2 2026 and FY 2026 outlook represents the midpoint of the expected ranges
12
Exhibit 99.2
Ribbon Communications Announces Promotion of Rick Marmurek to Chief Financial Officer
FOR IMMEDIATE RELEASE: April 28, 2026.
PLANO, Texas – Ribbon Communications Inc. (Nasdaq: RBBN), a global leader in real-time communications technology and IP optical networking solutions, today announced that Rick Marmurek, Ribbon’s current Deputy Chief Financial Officer and Chief Accounting Officer, has been promoted to Executive Vice President, Chief Financial Officer (“CFO”) and Chief Accounting Officer, effective May 1, 2026. He will succeed current CFO John Townsend who will be leaving Ribbon effective April 30, 2026 to take another professional opportunity.
“Having worked closely with Rick over the last six years I am thrilled to formally welcome him to our executive leadership team,” said Bruce McClelland, President and CEO of Ribbon. “Rick has been a visible leader within the organization for more than a decade and has developed deep knowledge of our operations, the markets in which we operate, and our customers. We believe Rick brings an unparalleled breadth of financial leadership, deep accounting expertise, and knowledge of the business to support and advance Ribbon’s strategy. We wish John the best in his next opportunity.”
Mr. Marmurek, CPA, brings more than 35 years of financial experience, including more than 15 years at Ribbon or its predecessor companies, where he has served as Senior Vice President, Deputy CFO and Chief Accounting Officer since 2024. Mr. Marmurek has served as Senior Vice President and Chief Accounting Officer since 2018. Prior to joining Ribbon, Mr. Marmurek was at Nokia for 10 years, specializing in tax-related work. He started his career in public accounting with Coopers and Lybrand. Mr. Marmurek holds an accounting degree from the University of Texas at Austin and a Master of Business Administration from Southern Methodist University.
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About Ribbon
Ribbon Communications (Nasdaq: RBBN) is a global provider of voice communications software, IP routing, and optical networking to mobile and wireline service providers, enterprises, critical infrastructure and defense sectors. We support our customers’ Path to Autonomous Networks by leveraging the latest AIOps automation platforms and Agentic AI technologies, helping them deliver better customer experiences, reduce operational costs, and achieve sustainable growth.
To learn more about Ribbon, visit rbbn.com.
Investor Contact
+1 (978) 614-8050
ir@rbbn.com
Media Contact
Catherine Berthier
+1 (646) 741-1974
cberthier@rbbn.com
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