RingCentral (NYSE: RNG) SVP awarded 35,051 performance-based stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

RingCentral, Inc. executive John H. Marlow reported an equity award of 35,051 shares of Class A common stock, acquired at a price of $0 per share on February 10, 2026. The shares reflect above-target performance-based restricted stock units tied to 2025 goals, certified by RingCentral’s compensation committee.

All 35,051 shares are scheduled to vest on March 1, 2026, representing the first tranche of a performance award originally granted on May 20, 2025. After this grant, Marlow directly beneficially owns 324,563 Class A shares, with additional indirect holdings through family trusts.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Marlow John H

Role SVP, CAdO & GENERAL COUNSEL

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	35,051	$0.00	--
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 324,563 shares (Direct); Class A Common Stock — 12,080 shares (Indirect, By Trust)

Footnotes (1)

Represents performance-based restricted stock units ("PSUs"). The number of shares reported is the above-target achievement of certain performance goals, as certified by the Issuer's Compensation Committee on February 10, 2026, with respect to the first tranche of the performance awards granted to the Reporting Person on May 20, 2025. All shares reported will vest on March 1, 2026 and relate to the portion of this PSU grant that was based on 2025 performance. The remaining PSUs subject to this award will be eligible to vest based on 2026 performance. 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 →

02/12/2026 - 07:46 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
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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^*

Marlow John H

(Last)

(First)

(Middle)

C/O RINGCENTRAL, INC.

20 DAVIS DRIVE

(Street)

BELMONT

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)
02/10/2026

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)
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)
Class A Common Stock	02/10/2026		A		35,051⁽¹⁾	A	$0	324,563	D
Class A Common Stock								12,080	I	By Trust⁽²⁾
Class A Common Stock								12,550	I	By Trusts⁽³⁾

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)

Explanation of Responses:

1. Represents performance-based restricted stock units ("PSUs"). The number of shares reported is the above-target achievement of certain performance goals, as certified by the Issuer's Compensation Committee on February 10, 2026, with respect to the first tranche of the performance awards granted to the Reporting Person on May 20, 2025. All shares reported will vest on March 1, 2026 and relate to the portion of this PSU grant that was based on 2025 performance. The remaining PSUs subject to this award will be eligible to vest based on 2026 performance.

2. Shares held in The M&M Family 2020 Irrevocable Trust. The Reporting Person and his spouse are co-trustees of this trust.

3. 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	02/12/2026
	** 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 transaction did RingCentral (RNG) report for John H. Marlow?

RingCentral reported that John H. Marlow received 35,051 shares of Class A common stock as an equity award. These shares come from performance-based restricted stock units granted in 2025 and reflect above-target achievement of 2025 performance goals certified on February 10, 2026.

What type of equity award did the RingCentral (RNG) executive receive?

The executive received performance-based restricted stock units (PSUs) that converted into 35,051 Class A shares. The number of shares reflects above-target performance against specified goals for 2025, as certified by RingCentral’s compensation committee on February 10, 2026, for the first tranche of a 2025 grant.

When will the newly awarded RingCentral (RNG) shares vest for John H. Marlow?

All 35,051 shares tied to the 2025 performance-based restricted stock units will vest on March 1, 2026. This vesting relates only to the 2025 performance portion of the award, with remaining PSUs eligible to vest later based on 2026 performance outcomes.

How many RingCentral (RNG) shares does John H. Marlow own after this Form 4 transaction?

After the reported award, John H. Marlow directly beneficially owns 324,563 shares of RingCentral Class A common stock. He also has indirect beneficial ownership of 12,080 shares through The M&M Family 2020 Irrevocable Trust and 12,550 shares through trusts for his children.

What performance period do the reported RingCentral (RNG) PSUs relate to?

The 35,051 shares arise from performance-based restricted stock units tied to 2025 performance. RingCentral’s compensation committee certified above-target achievement for this period on February 10, 2026, covering the first tranche of an award originally granted on May 20, 2025.

Are there additional RingCentral (RNG) PSUs that could vest for this executive?

Yes. The filing notes that remaining performance-based restricted stock units from the May 20, 2025 grant are still outstanding. Those PSUs will be eligible to vest based on the executive’s 2026 performance results under the award’s performance criteria.