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RNG insider Marlow reports RSU grant and tax-related share sales

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

RingCentral, Inc. (RNG) disclosed that senior vice president, Chief Administrative Officer and General Counsel John Marlow reported equity transactions in the company’s Class A common stock. On 11/20/2025, he acquired 4,309 RSU-based shares at $0, representing restricted stock units that were fully vested as of the grant date and granted under RingCentral’s Key Employee Equity Bonus Plan in lieu of a cash bonus earned for the third quarter of 2025. Also on 11/20/2025 and 11/21/2025, he disposed of 10,897 and 9,877 shares, respectively, at prices of $26.12 and $27.29 in exempt transactions to RingCentral to cover tax withholding obligations arising from RSU vesting. Following these transactions, he holds 303,410 shares directly, plus additional indirect holdings of 12,080 shares in The M&M Family 2020 Irrevocable Trust and 12,550 shares in trusts for his children.

Positive

  • None.

Negative

  • None.
Insider Marlow John H
Role SVP, CAdO & GENERAL COUNSEL
Type Security Shares Price Value
Tax Withholding Class A Common Stock 9,877 $27.29 $270K
Grant/Award Class A Common Stock 4,309 $0.00 --
Tax Withholding Class A Common Stock 10,897 $26.12 $285K
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 293,533 shares (Direct); Class A Common Stock — 12,080 shares (Indirect, By Trust)
Footnotes (1)
  1. Represents restricted stock units ("RSUs") that were fully vested as of the grant date. These RSUs were granted pursuant to the Issuer's Key Employee Equity Bonus Plan, in lieu of a cash bonus earned for the third quarter of 2025. In an exempt disposition to the Issuer under Rule 16b-3(e), the Reporting Person remitted shares to the Issuer in connection with the satisfaction of tax withholding obligations arising out of the vesting of RSUs. Shares held in The M&M Family 2020 Irrevocable Trust. The Reporting Person and his spouse are co-trustees of this trust. Shares held in trusts for the benefit of the Reporting Person's children. The Reporting Person and his spouse are co-trustees of these trusts.
Form 4 Insider Transactions: What Each Field Means →
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*
Marlow John H
(Last) (First) (Middle)
C/O RINGCENTRAL, INC.
20 DAVIS DRIVE
(Street)
BELMONT CA 94002
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RingCentral, Inc. [ RNG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, CAdO & GENERAL COUNSEL
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025
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
Class A Common Stock 11/20/2025 A 4,309(1) A $0 314,307 D
Class A Common Stock 11/20/2025 F(2) 10,897 D $26.12 303,410 D
Class A Common Stock 11/21/2025 F(2) 9,877 D $27.29 293,533 D
Class A Common Stock 12,080 I By Trust(3)
Class A Common Stock 12,550 I By Trusts(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents restricted stock units ("RSUs") that were fully vested as of the grant date. These RSUs were granted pursuant to the Issuer's Key Employee Equity Bonus Plan, in lieu of a cash bonus earned for the third quarter of 2025.
2. In an exempt disposition to the Issuer under Rule 16b-3(e), the Reporting Person remitted shares to the Issuer in connection with the satisfaction of tax withholding obligations arising out of the vesting of RSUs.
3. Shares held in The M&M Family 2020 Irrevocable Trust. The Reporting Person and his spouse are co-trustees of this trust.
4. Shares held in trusts for the benefit of the Reporting Person's children. The Reporting Person and his spouse are co-trustees of these trusts.
/s/ John Marlow 11/24/2025
** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did RNG executive John Marlow report on this Form 4?

John Marlow reported acquiring 4,309 shares of RingCentral Class A common stock via fully vested RSUs on 11/20/2025, plus related share dispositions to cover tax withholding.

How many RSU-based RingCentral (RNG) shares did the executive receive and at what price?

He received 4,309 shares tied to RSUs at an acquisition price of $0, as these represented restricted stock units granted in lieu of a cash bonus.

Why did the RingCentral (RNG) executive dispose of shares on 11/20/2025 and 11/21/2025?

He disposed of 10,897 shares at $26.12 and 9,877 shares at $27.29 in exempt transactions to RingCentral to satisfy tax withholding obligations from RSU vesting.

How many RingCentral (RNG) shares does John Marlow own directly after these transactions?

After the reported transactions, he directly owns 303,410 shares of RingCentral Class A common stock.

What indirect RingCentral (RNG) share holdings are reported for John Marlow?

He indirectly holds 12,080 shares in The M&M Family 2020 Irrevocable Trust and 12,550 shares in trusts for his children, where he and his spouse serve as co-trustees.

What is the purpose of the RSU grant reported by the RingCentral (RNG) executive?

The RSU grant was made under RingCentral’s Key Employee Equity Bonus Plan in lieu of a cash bonus earned for the company’s third quarter of 2025, and the RSUs were fully vested as of the grant date.