RNG Form 4: SVP Marlow RSUs Vest, Shares Remitted for Taxes

RingCentral (RNG) insider activity: John H. Marlow, SVP, CAdO & General Counsel, reported equity transactions related to vested restricted stock units and tax-withholding remittances.

Rhea-AI Filing Summary

RingCentral (RNG) insider activity: John H. Marlow, SVP, CAdO & General Counsel, reported equity transactions related to vested restricted stock units and tax-withholding remittances. On 08/20/2025, 4,468 RSUs vested and were recorded as acquired at $0 as they represented compensation in lieu of a cash bonus for Q2 2025. Also on 08/20/2025 and 08/21/2025, Marlow remitted 10,978 and 9,877 shares, respectively, to RingCentral under an exempt disposition to satisfy tax withholding, at prices of $29.41 and $29.14. Following these transactions his reported direct beneficial ownership in Class A common stock declined from 337,474 to 316,619, with additional shares held indirectly in family trusts.

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting and tax-withholding share remittances reduced direct holdings modestly; no indication of material change to ownership stakes.

The filing shows standard compensation mechanics: RSUs vested as payment for a Q2 bonus and shares were remitted to the issuer to cover tax liabilities under an exempt disposition. The net change in direct Class A shares (~20,855 shares net decrease) appears modest relative to typical insider positions and reflects compensation settlement rather than open-market sales. There is no derivative activity reported and holdings remain partially held in trusts, indicating continued family-level ownership.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; transactions are standard and properly annotated (vesting, withholding, trust holdings).

The Form 4 provides the necessary detail: vesting RSUs, Rule 16b-3(e) exempt disposition for tax withholding, and description of indirect holdings via family trusts with co-trustees. Signature and dates are present. From a governance perspective, these are routine officer compensation disclosures and do not signal unusual insider trading or governance concerns based on the reported facts alone.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Marlow John H

Role SVP, CAdO & GENERAL COUNSEL

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	9,877	$29.14	$288K
Grant/Award	Class A Common Stock	4,468	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	10,978	$29.41	$323K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 316,619 shares (Direct); Class A Common Stock — 12,080 shares (Indirect, By Trust); Class A Common Stock — 12,550 shares (Indirect, By Trusts)

Footnotes (4)

1. F1. 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 second quarter of 2025.
2. F2. 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. F3. Shares held in The M&M Family 2020 Irrevocable Trust. The Reporting Person and his spouse are co-trustees of this trust.
4. F4. 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.

FAQ

What transactions did John H. Marlow report on Form 4 for RNG?

The report discloses 4,468 RSUs vested (compensation in lieu of a Q2 2025 cash bonus) and remittance of 10,978 and 9,877 shares to RingCentral to satisfy tax withholding.

How did these transactions affect John Marlow's ownership in RNG?

Direct beneficial ownership of Class A common stock declined from 337,474 to 316,619 following the reported transactions, with additional shares held indirectly in family trusts.

Were any derivative securities reported by the insider?

No derivative securities (options, puts, calls, warrants) were reported in Table II of the Form 4.

Why were shares remitted to the issuer in these transactions?

Shares were remitted to RingCentral in an exempt disposition under Rule 16b-3(e) to satisfy tax withholding obligations arising from RSU vesting.

Are there any indications of unusual trading activity in this filing?

Based solely on the Form 4 content, the transactions reflect routine compensation vesting and withholding; the filing does not show open-market sales or purchases for investment reasons.

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Accepted by SEC EDGAR 08/22/2025 - 04:05 PM Learn about SEC filing dates

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)
08/20/2025

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	08/20/2025		A		4,468(1)	A	$0	337,474	D
Class A Common Stock	08/20/2025		F(2)		10,978	D	$29.41	326,496	D
Class A Common Stock	08/21/2025		F(2)		9,877	D	$29.14	316,619	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 second 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	08/22/2025
	** 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.