Ribbon Communications Insider Filing: 90k-Share Equity Update From Director

Rhea-AI Filing Summary

Form 4 filing summary – Ribbon Communications Inc. (RBBN)

Director R. Stewart Ewing Jr. reported two equity transactions on 16-17 June 2025. First, he exercised 48,365 previously-granted restricted stock units (RSUs) at a zero cash cost (Code “M”), receiving an equivalent number of common shares. His direct shareholding consequently rose to 197,391 shares.

Second, the director received a new award of 42,500 RSUs on 16 June 2025 (Code “A”). These RSUs are scheduled to vest on 16 June 2026, or earlier at the 2026 Annual Meeting if he leaves the Board at that time. Post-transaction, Mr. Ewing holds 42,500 unvested RSUs in addition to his common-stock position. All reported positions are held directly.

No sale of shares occurred, no cash was exchanged, and there is no indication of hedging activity. The filing reflects routine director compensation and equity retention without altering the company’s capital structure.

Positive

• Director retained all 48,365 shares received from RSU conversion, signaling continued alignment with shareholders.
• New 42,500 RSU grant extends equity-based incentive through at least June 2026.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity award and RSU conversion; no insider selling, minimal governance impact.

The Form 4 shows standard board compensation mechanics. A previously vested 2024 RSU grant converted into 48,365 shares, boosting Mr. Ewing’s direct ownership to 197,391 shares. Simultaneously, a fresh 42,500-unit grant extends equity alignment through 2026. Lack of share disposition or 10b5-1 plan suggests continued board-level confidence. Governance risk is low; dilution is immaterial given Ribbon’s ~170 m shares outstanding. Investors should view this as neutral housekeeping rather than a directional signal.

Portfolio Manager

TL;DR: Neutral event—director keeps stock, receives new RSUs; no buy/sell pressure expected.

From a portfolio perspective, the filing neither adds buying impetus nor raises red flags. The 48.4 k-share issuance equals roughly 0.03 % of outstanding shares—too small to influence float or liquidity. The absence of sales indicates the director did not monetize, a modestly positive sentiment but routine for annual vesting cycles. Overall trading impact should be negligible.

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
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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^*

EWING R STEWART JR

(Last) (First) (Middle)

C/O RIBBON COMMUNICATIONS INC.

SUITE 100

(Street)

PLANO TX 75023

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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

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

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

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	06/17/2025		M		48,365	A	(1)	197,391	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 Stock Units (RSUs)	(1)	06/16/2025		A		42,500		(2)	(2)	Common Stock	42,500	$0	42,500	D
RSUs	(1)	06/17/2024		M			48,365	(3)	(3)	Common Stock	48,365	$0	0	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

2. The RSUs were awarded on June 17, 2024 and vested in full on June 17,2025.

3. The RSUs will vest on June 16, 2026, subject to the Reporting Person's continued service with the Issuer through such date; provided, however, that if the Issuer's 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") occurs prior to June 16, 2026, and, at such 2026 Annual Meeting, the Reporting Person either chooses not to stand for re-election to the Issuer's Board of Directors or, after standing for re-election, is not re-elected, then these RSUs will vest as of the date of the 2026 Annual Meeting.

	Patrick Macken, By POA from R. Stewart Ewing Jr.	06/18/2025
	** 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).
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FAQ

How many Ribbon Communications (RBBN) shares did the director acquire?

48,365 common shares were acquired via RSU conversion on 17 June 2025.

Did the director sell any RBBN shares in this Form 4?

No. The filing shows no share sales; all transactions were acquisitions or awards.

What new equity award was granted to R. Stewart Ewing Jr.?

He received 42,500 new RSUs on 16 June 2025, vesting in June 2026 or at the 2026 AGM.

What is the director’s total direct ownership after the transactions?

He directly owns 197,391 common shares plus 42,500 unvested RSUs.

Will these transactions materially dilute existing shareholders?

No. The combined 90,865 shares/RSUs represent ~0.05 % of Ribbon’s total shares, an immaterial amount.