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RingCentral (RNG) SVP Marlow awarded RSUs and remits shares for tax

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

Rhea-AI Filing Summary

RingCentral, Inc. executive John H. Marlow, SVP and General Counsel, reported equity compensation and related tax-withholding share remittances in Class A common stock. He received a grant of 3,718 fully vested RSUs on February 20, 2026, issued under the Key Employee Equity Bonus Plan in lieu of a cash bonus for the fourth quarter of 2025. To cover tax withholding from RSU vesting, he remitted 6,495 shares and 8,742 shares to the company at a reference price of $39.50 per share in exempt transactions. The filing also notes indirect holdings in family trusts where he and his spouse serve as co-trustees.

Positive

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Negative

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Insider Marlow John H
Role SVP, CAdO & GENERAL COUNSEL
Type Security Shares Price Value
Tax Withholding Class A Common Stock 8,742 $39.50 $345K
Grant/Award Class A Common Stock 3,718 $0.00 --
Tax Withholding Class A Common Stock 6,495 $39.50 $257K
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 313,044 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 fourth 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)
02/20/2026
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 02/20/2026 A 3,718(1) A $0 328,281 D
Class A Common Stock 02/20/2026 F(2) 6,495 D $39.5 321,786 D
Class A Common Stock 02/21/2026 F(2) 8,742 D $39.5 313,044 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 fourth 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 02/24/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did RingCentral (RNG) report for John H. Marlow?

John H. Marlow reported an award of 3,718 fully vested restricted stock units and two tax-withholding dispositions of 6,495 and 8,742 RingCentral Class A shares at $39.50 per share, remitted to the company in exempt transactions related to RSU vesting.

Was the RingCentral (RNG) insider transaction a stock sale into the market?

The reported dispositions were tax-withholding remittances to RingCentral, not open-market sales. Shares were delivered back to the issuer to satisfy tax obligations arising from vesting of restricted stock units under Rule 16b-3(e) exempt transactions.

What equity award did RingCentral (RNG) grant John H. Marlow for Q4 2025?

RingCentral granted John H. Marlow 3,718 restricted stock units that were fully vested as of the grant date. These RSUs were issued under the Key Employee Equity Bonus Plan in lieu of a cash bonus earned for the fourth quarter of 2025.

How many RingCentral (RNG) shares does John H. Marlow hold directly after these transactions?

After the February 21, 2026 tax-withholding remittance, John H. Marlow directly held 313,044 shares of RingCentral Class A common stock. This figure reflects his direct ownership position following the reported exempt disposition back to the company.

Does John H. Marlow have indirect RingCentral (RNG) holdings through trusts?

Yes. The filing notes shares held in The M&M Family 2020 Irrevocable Trust and in trusts for his children. John H. Marlow and his spouse are co-trustees of these trusts, reflecting indirect ownership of additional RingCentral Class A shares.