Do these Ribbon Communications (RBBN) Form 4 awards involve open-market share purchases or sales?

No. The Form 4 shows grant transactions coded as awards, not open-market buys or sells. The RSUs and PSUs are granted at a price of $0.00 per unit and will convert into Common Stock only upon meeting the specified vesting and performance conditions.

Ribbon Communications (NASDAQ: RBBN) grants EVP new RSU and PSU awards

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ribbon Communications EVP Stephen J. McCaffery received multiple equity awards in the form of restricted and performance-based stock units that convert into Common Stock on a one-for-one basis. These awards are compensation grants at no purchase price, not open-market share purchases.

He was granted RSUs that vest as to one-third on June 15, 2027, with the remaining two-thirds vesting in four equal semi-annual installments through June 15, 2029. Additional performance-based RSUs (PSUs) were granted, where the number of shares ultimately issued will depend on achievement of annual goals set by the Compensation Committee and on the company’s total shareholder return versus a peer index over three fiscal years, with PSUs scheduled to vest on April 15, 2029 and payout ranging from zero up to 100% or 125% of target depending on the specific award.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider McCaffery Stephen J.

Role EVP, Global Sales

Type	Security	Shares	Price	Value
Grant/Award	Restructed Stock Unites (RSUs)	200,000	$0.00	--
Grant/Award	Performance-Based RSUs (PSUs)	120,000	$0.00	--
Grant/Award	PSUs	80,000	$0.00	--

Holdings After Transaction: Restructed Stock Unites (RSUs) — 200,000 shares (Direct, null); Performance-Based RSUs (PSUs) — 120,000 shares (Direct, null); PSUs — 80,000 shares (Direct, null)

Footnotes (1)

The RSUs and PSUs convert to Common Stock on a one-for-one basis. The RSUs vest as to one-third on June 15, 2027; the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through June 15, 2029. The number of PSUs earned and issuable upon vesting will be determined based on goals (set by the Compensation Committee of the Board of Directors (the "Compensation Committee") on an annual basis) for each of the three fiscal years prior to the vesting date. The aggregate number of shares issued may range from zero shares to 100% of the target number of shares reported in columns 5, 7 and 9 of Table II. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance. These PSUs will vest on April 15, 2029. The number of PSUs earned and issuable upon vesting will be 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 ending prior to the vesting date. The aggregate number of shares issued may range from zero shares to 125% of the target number of shares reported in columns 5, 7 and 9 of Table II. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance. These PSUs will vest on April 15, 2029.

Key Figures

PSU grant: 80,000 PSUs Performance-based RSU grant: 120,000 PSUs RSU grant: 200,000 RSUs +5 more

8 metrics

PSU grant 80,000 PSUs Granted on June 15, 2026; converts 1:1 into Common Stock

Performance-based RSU grant 120,000 PSUs Granted on June 15, 2026; 0–125% of target shares possible

RSU grant 200,000 RSUs Granted on June 15, 2026; time-based vesting through June 15, 2029

RSU first vest date June 15, 2027 One-third of RSUs vest on this date

RSU final vest date June 15, 2029 Final semi-annual installment of RSUs vests on this date

PSU vest date April 15, 2029 Performance-based RSUs scheduled to vest on this date

PSU payout range (goals-based) 0–100% of target Payout range for PSUs tied to annual goals over three fiscal years

PSU payout range (TSR-based) 0–125% of target Payout range for PSUs tied to relative TSR versus peer index

Key Terms

Performance-Based RSUs (PSUs), RSUs, Compensation Committee, total shareholder return (TSR), +1 more

5 terms

Performance-Based RSUs (PSUs) financial

"security_title: "Performance-Based RSUs (PSUs)""

RSUs financial

"The RSUs and PSUs convert to Common Stock on a one-for-one basis."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Compensation Committee financial

"goals (set by the Compensation Committee of the 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.

total shareholder return (TSR) financial

"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.

peer index financial

"based on the TSR of a peer index of companies (set by the Compensation Committee at the time of grant)"

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Form 4 Insider Transactions: What Each Field Means →

06/17/2026 - 04:44 PM

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^*

McCaffery Stephen J.

(Last)

(First)

(Middle)

C/O RIBBON COMMUNICATIONS

6500 CHASE OAKS BLVD.

(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, Global Sales

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restructed Stock Unites (RSUs)	⁽¹⁾	06/15/2026		A		200,000		⁽²⁾	⁽²⁾	Common Stock	200,000	$0	200,000	D
Performance-Based RSUs (PSUs)	⁽¹⁾	06/15/2026		A		120,000		⁽³⁾	⁽³⁾	Common Stock	120,000	$0	120,000	D
PSUs	⁽¹⁾	06/15/2026		A		80,000		⁽⁴⁾	⁽⁴⁾	Common Stock	80,000	$0	80,000	D

Explanation of Responses:

1. The RSUs and PSUs convert to Common Stock on a one-for-one basis.

2. The RSUs vest as to one-third on June 15, 2027; the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through June 15, 2029.

3. The number of PSUs earned and issuable upon vesting will be determined based on goals (set by the Compensation Committee of the Board of Directors (the "Compensation Committee") on an annual basis) for each of the three fiscal years prior to the vesting date. The aggregate number of shares issued may range from zero shares to 100% of the target number of shares reported in columns 5, 7 and 9 of Table II. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance. These PSUs will vest on April 15, 2029.

4. The number of PSUs earned and issuable upon vesting will be 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 ending prior to the vesting date. The aggregate number of shares issued may range from zero shares to 125% of the target number of shares reported in columns 5, 7 and 9 of Table II. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance. These PSUs will vest on April 15, 2029.

	Patrick Macken, By POA from Stephen J. McCaffery	06/17/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Ribbon Communications (RBBN) report in this Form 4 for Stephen J. McCaffery?

Ribbon Communications reported that EVP Global Sales Stephen J. McCaffery received new RSU and performance-based RSU (PSU) equity awards. These awards are granted as compensation at no purchase price and convert into Common Stock on a one-for-one basis when they vest.

What types of equity awards did Ribbon Communications (RBBN) grant to its EVP?

The EVP received time-based restricted stock units (RSUs) and performance-based RSUs (PSUs), all referencing Ribbon Common Stock. RSUs vest over time, while PSUs only convert into shares if specific performance goals or total shareholder return targets are achieved before their vesting dates.

What is the vesting schedule for Stephen McCaffery’s RSUs at Ribbon Communications (RBBN)?

The RSUs vest as to one-third on June 15, 2027. The remaining two-thirds vest in four equal semi-annual installments thereafter, with the final installment scheduled for June 15, 2029, creating a multi-year retention and incentive structure for the executive.

How are the performance-based RSUs (PSUs) at Ribbon Communications (RBBN) earned?

One PSU award depends on annual goals set by the Compensation Committee over three fiscal years, with potential payout from zero to 100% of target. Another depends on total shareholder return versus a peer index, with payout from zero to 125% of target, both vesting April 15, 2029.