RNG Form 4: Vaibhav Agarwal Remits 15,458 Shares for Taxes, Sells 14,970 via 10b5-1

Rhea-AI Filing Summary

RingCentral CFO Vaibhav Agarwal reported two transactions in August 2025 that changed his direct holdings of Class A common stock. On 08/20/2025 he remitted 15,458 shares to RingCentral to satisfy tax withholding obligations arising from RSU vesting, an exempt disposition under Rule 16b-3(e). The next day, 08/21/2025, he sold 14,970 shares under a pre-existing Rule 10b5-1 trading plan at a weighted average price of $28.695 (individual sale prices ranged from $28.44 to $29.00). Following these transactions his reported direct beneficial ownership declined from 210,990 shares to 196,020 shares. The Form 4 was signed by an attorney-in-fact on 08/22/2025.

Positive

• Sale executed under a Rule 10b5-1 trading plan, indicating pre-authorized, structured trading
• Tax withholding satisfied via exempt disposition (remittance of 15,458 shares) consistent with standard RSU settlement

Negative

• Reduction in direct beneficial ownership from 210,990 shares to 196,020 shares following the transactions
• Insider sold 14,970 shares, which could be perceived negatively by some investors despite being planned

Insights

Securities Analyst

TL;DR: Insider completed tax-related surrender of RSUs and an orderly sale under a 10b5-1 plan, modestly reducing holdings.

The filing shows a routine tax withholding remittance of 15,458 shares tied to RSU vesting followed by a planned sale of 14,970 shares under a Rule 10b5-1 plan. The weighted average sale price reported is $28.695, with executed prices between $28.44 and $29.00. These actions reduced direct beneficial ownership to 196,020 shares, a decline of 14,970 shares from the prior post-withholding balance. There is no indication of unscheduled or opportunistic trading outside the disclosed plan; the transactions are consistent with standard executive compensation settlement and pre-authorized trading.

Corporate Governance Expert

TL;DR: Transactions comply with standard governance practices (Rule 16b-3 and 10b5-1); no governance red flags in the filing.

The Form 4 discloses an exempt disposition to the issuer for tax withholding and a sale under a 10b5-1 plan adopted on September 13, 2024. The explicit reference to Rule 10b5-1 and the footnote offering to provide per-trade breakdowns demonstrates disclosure completeness. There is no evidence in this filing of related-party transfers, contemporaneous purchases, or amendments that would suggest governance or compliance concerns. Impact on governance oversight or board dynamics is not indicated by these routine transactions.

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).

X

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^*

Agarwal Vaibhav

(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)
	Chief Financial Officer

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		F(1)		15,458	D	$29.41	210,990	D
Class A Common Stock	08/21/2025		S(2)		14,970	D	$28.695(3)	196,020	D

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. 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 restricted stock units.

2. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 13, 2024.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.44 to $29.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.

	/s/ John Marlow, Attorney-in-fact	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.

FAQ

What transactions did RingCentral (RNG) CFO Vaibhav Agarwal report on Form 4?

He remitted 15,458 shares to RingCentral for tax withholding on 08/20/2025 and sold 14,970 shares under a Rule 10b5-1 plan on 08/21/2025.

At what price were the RNG shares sold by the reporting person?

The weighted average sale price was reported as $28.695, with individual sale prices ranging from $28.44 to $29.00.

How did these transactions change the reporting person's holdings in RNG?

Reported direct beneficial ownership declined to 196,020 shares after the transactions (previously 210,990 shares).

Were the sales part of a pre-authorized trading plan?

Yes. The sale on 08/21/2025 was effected pursuant to a Rule 10b5-1 trading plan adopted on September 13, 2024.

Was the disposition to satisfy tax withholding treated as exempt?

Yes. The remittance of 15,458 shares to the issuer was an exempt disposition under Rule 16b-3(e) to satisfy tax withholding from RSU vesting.