Ribbon CEO exercises awards; shares withheld for taxes
Ribbon Communications CEO Bruce McClelland reported compensation-related stock activity involving restricted and performance share units.
Rhea-AI Filing Summary
Ribbon Communications CEO Bruce McClelland reported compensation-related stock activity involving restricted and performance share units. He exercised or converted awards into a total of 2,297,255 shares of common stock, primarily from RSUs and PSUs that vested based on pre-set financial and total shareholder return goals through December 31, 2025.
To cover tax withholding obligations upon vesting, 903,965 shares of common stock were withheld at prices around $2.63–$2.71 per share. The transactions are coded as option/award exercises (M) and tax-withholding dispositions (F), with no open-market purchases or sales reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
2,297,255 shares exercised/converted
Exercise
21 txns
Insider
McClelland Bruce William
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | PSUs | 173,593 | $0.00 | $0.00 |
| Exercise | RSUs | 237,342 | $0.00 | $0.00 |
| Exercise | RSUs | 125,003 | $0.00 | $0.00 |
| Exercise | RSUs | 1,562,500 | $0.00 | $0.00 |
| Exercise | Common Stock | 173,593 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 68,308 | $2.63 | $180K |
| Exercise | Common Stock | 237,342 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 93,394 | $2.63 | $246K |
| Exercise | Common Stock | 125,003 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 49,188 | $2.63 | $129K |
| Exercise | Common Stock | 1,562,500 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 614,843 | $2.63 | $1.62M |
| Exercise | Restricted Share Units (RSUs) | 34,420 | $0.00 | $0.00 |
| Exercise | Performance Share Units (PSUs) | 57,002 | $0.00 | $0.00 |
| Exercise | PSUs | 107,395 | $0.00 | $0.00 |
| Exercise | Common Stock | 34,420 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 13,544 | $2.71 | $37K |
| Exercise | Common Stock | 57,002 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 22,429 | $2.71 | $61K |
| Exercise | Common Stock | 107,395 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 42,259 | $2.71 | $115K |
Holdings After Transaction:
Restricted Share Units (RSUs) — 0 contracts (Direct);
Performance Share Units (PSUs) — 0 contracts (Direct);
PSUs — 0 contracts (Direct);
RSUs — 2,049,839 contracts (Direct);
Common Stock — 2,909,454 shares (Direct)
Footnotes (9)
- F1. Each Restricted Share Unit (RSU) and Performance Share Unit (PSU) converts into common stock on a one-for-one basis.
- F2. Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the awards.
- F3. The RSUs were granted on April 17, 2023 and are fully vested.
- 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.
- 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.
- 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.
- 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.
- 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.
- F9. 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.
Key Figures
Shares from RSU/PSU exercises: 2,297,255 shares
Shares withheld for taxes: 903,965 shares
Tax withholding price (May 15, 2026): $2.63 per share
+3 more
6 metrics
Shares from RSU/PSU exercises
2,297,255 shares
Total exercise/conversion shares (codes M) across reported awards
Shares withheld for taxes
903,965 shares
Tax withholding dispositions (code F) related to vesting
Tax withholding price (May 15, 2026)
$2.63 per share
Common stock value used for several F-code tax withholdings
Tax withholding price (Apr 17, 2026)
$2.71 per share
Common stock value used for earlier F-code tax withholdings
Exercise transactions
7 transactions
Count of M-code exercises or conversions in the period
Tax-withholding transactions
7 transactions
Count of F-code dispositions for tax obligations
Key Terms
Restricted Share Unit (RSU), Performance Share Unit (PSU), total shareholder return (TSR), Compensation Committee, +1 more
5 terms
Compensation Committee financial
"Goals set by the Compensation Committee of the Issuer's Board of Directors on an annual basis."
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.
tax withholding obligations financial
"Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the awards."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Ribbon Communications (RBBN) CEO Bruce McClelland report in this Form 4?
He reported exercises of restricted and performance share units into 2,297,255 Ribbon Communications common shares. These awards vested based on pre-set financial and total shareholder return goals covering fiscal years through December 31, 2025.
Were Bruce McClelland’s Ribbon Communications transactions open-market buys or sells?
No, the transactions were not open-market trades. They are coded as exercises or conversions of RSUs and PSUs (code M) and tax-withholding dispositions (code F), reflecting compensation vesting and related tax payments rather than discretionary market buying or selling.
What performance goals affected Bruce McClelland’s PSU vesting at Ribbon Communications (RBBN)?
PSU vesting depended on financial goals and total shareholder return (TSR) versus a peer index over fiscal years ending December 31, 2025. Earned portions ranged from 32% to 130% of target shares based on Compensation Committee goal achievement.
What are the key dates for Bruce McClelland’s RSU and PSU vesting at Ribbon Communications?
Key vesting dates include April 17, 2026 and May 15, 2026. Awards granted in 2023 and 2025 vested partly or fully on those dates, with remaining RSUs scheduled to vest in semi-annual installments through May 2027 and May 2028.
AI-generated analysis. How Rhea-AI works. Not financial advice.
