[8-K] RingCentral, Inc. Reports Material Event

Rhea-AI Filing Summary

RingCentral entered into a Restated Credit Agreement outlining a new revolving facility and term loans with detailed repayment, fee and covenant terms. Revolving loans may be prepaid and reborrowed without penalty (subject to breakage costs for term SOFR loans). Beginning September 30, 2025, Term Loans require aggregate annual repayments equal to 5.0% of original principal via equal quarterly installments, and may be prepaid without penalty (subject to breakage costs). Commitment fees on unused revolving capacity range from 0.200% to 0.350% per annum; a ticking fee of 0.300% applies to Delayed Draw commitments. Borrowings bear interest at either an alternate base rate plus a 0.375%–1.375% margin or an adjusted term SOFR plus a 1.375%–2.375% margin, with margins tied to the company’s total net leverage ratio. The agreement contains customary representations, affirmative and negative covenants, financial covenants requiring a maximum total net leverage ratio and minimum interest coverage ratio, and standard events of default including cross-defaults and bankruptcy.

Positive

• Prepayment flexibility: Term Loans may be prepaid in whole or in part without penalty (subject to breakage costs), allowing refinancing or deleveraging options
• Revolving facility flexibility: Revolving Loans may be prepaid and reborrowed before maturity, supporting working capital management
• Interest-rate options: Borrowings can be taken at either an alternate base rate or adjusted term SOFR, giving rate-choice flexibility

Negative

• Leverage-linked margins: Interest margins increase with total net leverage, raising borrowing costs if leverage rises
• Ongoing fees: Commitment fees (0.200%–0.350%) and a 0.300% ticking fee on Delayed Draw commitments add carrying costs
• Restrictive covenants and defaults: Financial covenants (maximum leverage and minimum interest coverage) and customary events of default may limit strategic and financing flexibility

Insights

Financial Analyst

TL;DR The credit agreement establishes flexible borrowing with leverage-linked spreads and standard covenant constraints.

The agreement gives the company access to a revolving facility and term loans with interest pricing tied to total net leverage, which aligns lender pricing with credit risk. The 5.0% annual principal amortization requirement beginning September 30, 2025, sets a clear cash outflow schedule for term loan repayment. Commitment and ticking fees introduce ongoing carrying costs on unused capacity. Financial covenants and customary negative covenants may constrain capital allocation depending on covenant levels and the company’s future leverage trajectory.

Credit Risk Analyst

TL;DR Loan structure contains typical protections for lenders and interest-rate mechanics tied to SOFR and base rates.

The facility’s use of adjusted term SOFR or an alternate base rate with margins that increase with leverage is standard and shifts interest-rate risk to the borrower. Mandatory prepayment triggers for asset sales and new indebtedness, and events of default including cross-default and insolvency, create scenarios where acceleration could occur. Prepayment without penalty (aside from breakage costs) provides some refinancing flexibility, but covenant compliance will be critical to avoid default remedies.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2025

______________________

RingCentral, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-36089			94-3322844
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer I.D. No.)

20 Davis Drive, Belmont, CA 94002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 472-4100

______________________

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:

☐    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
Class A Common Stock, par value $0.0001			RNG			New York Stock Exchange

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 growth company

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 1.01 Entry into a Material Definitive Agreement.

On September 11, 2025, RingCentral, Inc. (the “Company”) entered into an Amendment and Restatement Agreement (the “Restatement Agreement”), among the Company, the other loan parties party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). The Restatement Agreement amends and restates in its entirety and refinances the Company’s existing Credit Agreement, dated as of February 14, 2023 (as amended prior to the Restatement Agreement, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended and restated by the Restatement Agreement, the “Restated Credit Agreement”), among the Company, the lenders from time to time party thereto, the Administrative Agent and the Collateral Agent. The Restated Credit Agreement provides for a $280.0 million revolving loan facility (the “Revolving Facility”), with a $25.0 million sublimit for the issuance of letters of credit, a $310.0 million initial term loan facility (the “Term Facility”), and a $650.0 million delayed draw term loan facility (the “Delayed Draw Term Facility”). The obligations under the Restated Credit Agreement and the other loan documents are guaranteed by certain material domestic subsidiaries of the Company, and secured by substantially all of the personal property of the Company and such subsidiary guarantors. As of the closing date of the Restated Credit Agreement (the “Closing Date”), no Revolving Loans and $310.0 million of term loans were outstanding under the Restated Credit Agreement.

Use of Proceeds; Termination of Term Loan Commitments; Maturity; Incremental Facilities.

The proceeds of the loans under the Term Facility (the “Term Loans”) made on the Closing Date, together with cash on hand, were used to repay the outstanding term loans under the Existing Credit Agreement and to pay related premiums, fees and expenses in connection therewith. The proceeds of the loans under the Revolving Facility (the “Revolving Loans”) and the loans under the Delayed Draw Term Facility (the “Delayed Draw Term Loans”) may be used to repurchase, repay, acquire or otherwise settle a portion of the Company’s 0% convertible senior notes due 2026 (the “Convertible Notes”) and for ongoing net working capital and general corporate purposes (including funding acquisitions and share repurchases and paying related premiums, fees and expenses in connection therewith).

The Revolving Facility commitments terminate, and all outstanding Revolving Loans are due and payable on September 11, 2030. If on the date that is 91 days prior to the final scheduled maturity date of the Convertible Notes, both (i) the aggregate principal amount of Convertible Notes outstanding exceeds an amount equal to 50% of last twelve months EBITDA, calculated as set forth in the Restated Credit Agreement (the “Springing Maturity Threshold Amount”), and (ii) the Company’s and its restricted subsidiaries’ consolidated unrestricted cash and cash equivalents plus availability under the Revolving Facility and the Delayed Draw Term Facility (“Available Liquidity”) is less than 125% of the aggregate principal amount of Convertible Notes outstanding on such date, then the maturity date of the Revolving Facility shall automatically be modified to be such date.

The Delayed Draw Term Loans may be borrowed in up to four drawings during the period from the Closing Date through (i) March 15, 2026 (the “First Delayed Draw Termination Date”), on which date any undrawn commitments under the Delayed Draw Term Facility in excess of $325.0 million expire, (ii) June 30, 2026 (the “Second Delayed Draw Termination Date”), on which date any undrawn commitments under the Delayed Draw Term Facility in excess of $162.5 million expire, and (iii) September 30, 2026 (the “Final Delayed Draw Termination Date”), on which date any remaining undrawn commitments under the Delayed Draw Term Facility expire. All outstanding Term Loans and Delayed Draw Term Loans are due and payable on September 11, 2030. If on any date that is 91 days prior to the final scheduled maturity date of the Convertible Notes, both (i) the aggregate principal amount of Convertible Notes outstanding exceeds the Springing Maturity Threshold Amount, and (ii) Available Liquidity is less than 125% of the aggregate principal amount of Convertible Notes outstanding on such date, then the maturity date of the Term Facility and the Delayed Draw Term Facility shall automatically be modified to be such date.

The Restated Credit Agreement permits the Company, subject to the satisfaction of certain conditions, including obtaining commitments from new or existing lenders, to add one or more new revolving or term loan facilities and/or increase the commitments under the Revolving Facility, Term Facility or Delayed Draw Term Facility in an aggregate principal amount for all such incremental facilities of up to (a) the greater of $620,000,000 and 100% of last twelve months’ EBITDA plus (b) such amount as would not cause the secured net leverage ratio (as defined in the Restated Credit Agreement) to exceed, on a pro forma basis, 2.00 to 1.00 plus (c) certain voluntary prepayments and commitment reductions.

Repayments; Mandatory Prepayments.

Revolving Loans may be prepaid or repaid and reborrowed prior to the maturity date for the Revolving Facility, without penalty or premium, subject to customary breakage costs for loans bearing interest at the term SOFR rate.

Beginning with September 30, 2025, the Term Loans must be repaid in equal quarterly installments in aggregate annual amounts equal to 5.0% of the original principal amount of such Term Loans. The Term Loans may be prepaid by the Company at any time in whole or in part, without penalty or premium, subject to customary breakage costs for loans bearing interest at the term SOFR rate. In addition, the Term Loans are subject to mandatory prepayment with the proceeds of certain asset sales and incurrence of indebtedness (other than indebtedness permitted under the Restated Credit Agreement). Term Loans repaid or prepaid may not be reborrowed.

Fees and Interest Rates. The Company is obligated to pay customary closing fees, arrangement fees and administration fees for a credit facility of this size and type. The Company is required to pay a commitment fee on the daily unused amount of Revolving Facility commitments ranging from 0.200% to 0.350% per annum, depending upon the Company’s total net leverage ratio. In addition, the Company is required to pay a ticking fee at a rate of 0.300% per annum on the daily unused amount of the Delayed Draw Term Facility commitments to, but excluding, the earlier of the funding date of the Delayed Draw Term Loans and the date of termination of the Delayed Draw Term Facility.

Borrowings under the Restated Credit Agreement will bear interest, at the Company’s option, at either: (a) the alternate base rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.50% per annum, and (iii) an adjusted term SOFR rate determined on the basis of a one-month interest period, plus 1.00%, in each case, plus a margin of between 0.375% and 1.375%; and (b) an adjusted term SOFR rate (based on one, three or six month interest periods), plus a margin of between 1.375% and 2.375%. The applicable margin in each case is determined based on the Company’s total net leverage ratio. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternate base rate or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at the term SOFR rate.

Representations; Covenants. The Restated Credit Agreement contains various customary representations and warranties by the Company, which include customary materiality, material adverse effect and knowledge qualifiers. The Restated Credit Agreement contains customary affirmative and negative covenants including, among other requirements, negative covenants that restrict the Company’s and its subsidiaries’ ability to incur indebtedness, create liens, make investments, dispose of assets and make certain restricted payments. Further, the Restated Credit Agreement contains financial covenants that require compliance with a maximum total net leverage ratio and minimum interest coverage ratio.

Events of Default. The Restated Credit Agreement contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments, and events constituting a change of control. If any principal is not paid when due, interest on such amount will accrue at an increased rate. Upon the occurrence and during the continuance of an event of default, the lenders may terminate their commitments and accelerate the Company’s obligations under the Restated Credit Agreement; however, that acceleration will be automatic in the case of bankruptcy and insolvency events of default involving the Company.

The foregoing description of the Restated Credit Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the Restated Credit Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No						Description
10.1						Amendment and Restatement Agreement, dated as of September 11, 2025, among RingCentral, Inc., the other loan parties party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and as collateral agent
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

			RINGCENTRAL, INC.
			a Delaware corporation
Dated: September 12, 2025			By:			/s/ Vaibhav Agarwal
			Name:			Vaibhav Agarwal
			Title:			Chief Financial Officer

FAQ

What repayment schedule applies to the Term Loans under the Restated Credit Agreement?

The Term Loans must be repaid in equal quarterly installments beginning September 30, 2025, in aggregate annual amounts equal to 5.0% of the original principal amount.

Can RingCentral prepay or reborrow amounts under the Revolving Facility?

Yes. Revolving Loans may be prepaid or repaid and reborrowed prior to maturity without penalty, subject to customary breakage costs for term SOFR loans.

What fees and rates does the credit agreement specify?

Commitment fees on unused revolving commitments range from 0.200% to 0.350% per annum; a 0.300% ticking fee applies to Delayed Draw commitments; interest is at an alternate base rate plus 0.375%–1.375% or adjusted term SOFR plus 1.375%–2.375%, with margins based on total net leverage.

What covenants and default events are included in the agreement?

The agreement includes customary affirmative and negative covenants, financial covenants requiring a maximum total net leverage ratio and minimum interest coverage ratio, and events of default such as non-payment, covenant breaches, cross-defaults, bankruptcy, and material judgments.

Are there mandatory prepayment triggers in the agreement?

Yes. The Term Loans are subject to mandatory prepayment with proceeds from certain asset sales and from incurrence of indebtedness (other than permitted indebtedness under the agreement).