Ribbon EVP exercises awards, shares withheld for tax

Ribbon Communications EVP and Chief Legal Officer Patrick W. Macken reported routine equity award vesting and related tax withholding.

Rhea-AI Filing Summary

Ribbon Communications EVP and Chief Legal Officer Patrick W. Macken reported routine equity award vesting and related tax withholding. On April 17 and May 15, 2026, his RSUs and PSUs vested and converted into a total of 251,081 shares of common stock, with 112,681 shares withheld by the company to cover tax obligations at prices around $2.63–$2.71 per share. Following these compensation-related transactions, he directly owns 482,146 shares of Ribbon Communications common stock, with no open-market purchases or sales reported in this filing.

Insider Trade Summary

251,081 shares exercised/converted

Exercise 18 txns

Insider Macken Patrick W

Role EVP, Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	PSUs	32,790	$0.00	$0.00
Exercise	RSUs	44,831	$0.00	$0.00
Exercise	RSUs	54,168	$0.00	$0.00
Exercise	Common Stock	32,790	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	14,688	$2.63	$39K
Exercise	Common Stock	44,831	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	20,284	$2.63	$53K
Exercise	Common Stock	54,168	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	24,267	$2.63	$64K
Exercise	Restricted Share Units (RSUs)	20,652	$0.00	$0.00
Exercise	Performance Share Units (PSUs)	34,202	$0.00	$0.00
Exercise	PSUs	64,438	$0.00	$0.00
Exercise	Common Stock	20,652	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	9,252	$2.71	$25K
Exercise	Common Stock	34,202	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	15,322	$2.71	$42K
Exercise	Common Stock	64,438	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	28,868	$2.71	$78K

Holdings After Transaction: Restricted Share Units (RSUs) — 0 contracts (Direct); Performance Share Units (PSUs) — 0 contracts (Direct); PSUs — 0 contracts (Direct); RSUs — 153,163 contracts (Direct); Common Stock — 482,146 shares (Direct)

Footnotes (8)

1. F1. Each Restricted Share Unit (RSU) and Performance Share Unit (PSU) converts into common stock on a one-for-one basis.
2. F2. Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the awards.
3. F3. The RSUs were granted on April 17, 2023 and are fully vested.
4. F4. 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. F5. 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. F6. 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. F7. 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. F8. 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.

Key Figures

Shares from vested awards: 251,081 shares Shares withheld for taxes: 112,681 shares Tax withholding price (May 15, 2026): $2.63 per share +4 more

7 metrics

Shares from vested awards 251,081 shares RSUs and PSUs converted into common stock on Apr 17 and May 15, 2026

Shares withheld for taxes 112,681 shares Shares of common stock withheld to satisfy tax obligations

Tax withholding price (May 15, 2026) $2.63 per share Common stock withheld using Form 4 code F

Tax withholding price (Apr 17, 2026) $2.71 per share Common stock withheld using Form 4 code F

Post-transaction holdings 442,186 shares Common stock directly owned after May 15, 2026 transactions

Award exercises (all) 251,081 shares Total derivative exercises (RSUs and PSUs) per transaction summary

Tax-withholding transactions 112,681 shares Total shares disposed via code F per transaction summary

Key Terms

Restricted Share Unit (RSU), Performance Share Unit (PSU), tax withholding obligations, total shareholder return (TSR), +1 more

5 terms

Restricted Share Unit (RSU) financial

"Each Restricted Share Unit (RSU) and Performance Share Unit (PSU) converts into common stock"

Performance Share Unit (PSU) financial

"Each Restricted Share Unit (RSU) and Performance Share Unit (PSU) converts into common stock"

tax withholding obligations financial

"Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations"

total shareholder return (TSR) financial

"determined based on the Issuer's total shareholder return (TSR) compared to pre-established relative TSR goals"

Total shareholder return (TSR) measures how much an investment in a company's stock has grown over a specific period by combining the change in the share price and all dividends paid, expressed as a percentage. Think of it like tracking the total balance of a savings jar that increases both from added cash (dividends) and a rising sticker price on the jar (share price); investors use TSR to compare how well different stocks or managers deliver real, money-in-hand returns.

Compensation Committee financial

"goals (set by the Compensation Committee of the Issuer's Board of Directors)"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Ribbon Communications (RBBN) report for Patrick W. Macken?

Ribbon Communications EVP Patrick W. Macken reported equity award vesting on April 17 and May 15, 2026. RSUs and PSUs converted into common stock, and a portion of shares was withheld by the company to cover tax obligations, with no open-market trades disclosed.

How many Ribbon Communications shares did Patrick W. Macken receive from vested awards?

Macken’s RSUs and PSUs vested into 251,081 shares of Ribbon Communications common stock. These shares came from previously granted equity awards that converted one-for-one into common stock upon vesting according to the company’s compensation plans.

How many Ribbon Communications shares were withheld for taxes in this Form 4?

The company withheld 112,681 shares of Ribbon Communications common stock to satisfy tax withholding obligations. These dispositions used Form 4 code “F” and occurred at per-share prices of approximately $2.63 and $2.71, reflecting non-market tax payments.

What are RSUs and PSUs in the Ribbon Communications (RBBN) Form 4 filing?

The filing references Restricted Share Units (RSUs) and Performance Share Units (PSUs), which are stock-based compensation awards. Each unit converts into one share of common stock upon vesting, based on time-based schedules and performance or total shareholder return goals.

How many Ribbon Communications shares does Patrick W. Macken hold after these transactions?

After the reported vesting and tax-withholding transactions, Macken directly holds 442,186 shares of Ribbon Communications common stock. This figure reflects his updated ownership position following the exercises and share withholdings described in the Form 4.

Were the Ribbon Communications (RBBN) insider transactions open-market buys or sells?

The transactions were equity award exercises and tax-withholding dispositions, not open-market trades. RSUs and PSUs converted into common shares using code “M,” while shares withheld for taxes used code “F,” indicating compensation-related, non-market events.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 08:12 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Macken Patrick W

(Last) (First) (Middle)

6500 CHASE OAKS BLVD.

STE. 100

(Street)

PLANO TEXAS 75023

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ribbon Communications Inc. [ RBBN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/17/2026		M		20,652	A	(1)	364,198	D
Common Stock	04/17/2026		F		9,252	D	$2.71(2)	354,946	D
Common Stock	04/17/2026		M		34,202	A	(1)	389,148	D
Common Stock	04/17/2026		F		15,322	D	$2.71(2)	373,826	D
Common Stock	04/17/2026		M		64,438	A	(1)	438,264	D
Common Stock	04/17/2026		F		28,868	D	$2.71(2)	409,396	D
Common Stock	05/15/2026		M		32,790	A	(1)	442,186	D
Common Stock	05/15/2026		F		14,688	D	$2.63(2)	427,498	D
Common Stock	05/15/2026		M		44,831	A	(1)	472,329	D
Common Stock	05/15/2026		F		20,284	D	$2.63(2)	452,245	D
Common Stock	05/15/2026		M		54,168	A	(1)	506,143	D
Common Stock	05/15/2026		F		24,267	D	$2.63(2)	482,146	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units (RSUs)	(1)	04/17/2026		M			20,652	(3)	(3)	Common Stock	20,652	$0	0(3)	D
Performance Share Units (PSUs)	(1)	04/17/2026		M			34,202	(4)	(4)	Common Stock	34,202	$0	0(4)	D
PSUs	(1)	04/17/2026		M			64,438	(5)	(5)	Common Stock	64,438	$0	0(5)	D
PSUs	(1)	05/15/2026		M			32,790	(6)	(6)	Common Stock	32,790	$0	0(6)	D
RSUs	(1)	05/15/2026		M			44,831	(7)	(7)	Common Stock	44,831	$0	44,831(7)	D
RSUs	(1)	05/15/2026		M			54,168	(8)	(8)	Common Stock	54,168	$0	108,332(8)	D

Explanation of Responses:

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.

	Patrick Macken	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)