Bruce William McClelland - 15 May 2025 Form 4 Insider Report for Ribbon Communications Inc. (RBBN)

Signature
Patrick Macken, By POA for Bruce McClelland, CEO & Director
Issuer symbol
RBBN
Transactions as of
15 May 2025
Net transactions value
-$338,083
Form type
4
Filing time
19 May 2025, 16:20:05 UTC
Previous filing
22 Apr 2025
Next filing
17 Oct 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
McClelland Bruce William President & CEO, Director C/O RIBBON COMMUNICATIONS, 6500 CHASE OAKS BLVD., PLANO Patrick Macken, By POA for Bruce McClelland, CEO & Director 19 May 2025 0001424201

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RBBN Common Stock Options Exercise +237,341 +18% 1,551,680 16 May 2025 Direct F1
transaction RBBN Common Stock Tax liability $338,083 -93,393 -6% $3.62 1,458,287 16 May 2025 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RBBN Restricted Stock Units (RSUs) Award $0 +375,000 $0.000000 375,000 15 May 2025 Common Stock 375,000 Direct F1, F3
transaction RBBN RSUs Award $0 +474,684 $0.000000 474,684 15 May 2025 Common Stock 474,684 Direct F4
transaction RBBN RSUs Award $0 +3,125,000 $0.000000 3,125,000 15 May 2025 Common Stock 3,125,000 Direct F4, F5
transaction RBBN Performance-Based RSUs (PSUs) Award $0 +132,353 $0.000000 132,353 15 May 2025 Common Stock 132,353 Direct F5
transaction RBBN PSUs Award $0 +88,235 $0.000000 88,235 15 May 2025 Common Stock 88,235 Direct F6
transaction RBBN PSUs Award $0 +272,943 $0.000000 272,943 15 May 2025 Common Stock 272,943 Direct F7
transaction RBBN RSUs Options Exercise $0 -237,341 -100% $0.000000 0 16 May 2025 Common Stock 237,341 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These RSUs convert to Common Stock on a one-for-one basis.
F2 Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting.
F3 The RSUs vest as to one-third on May 15, 2026; the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through May 15, 2028.
F4 The RSUs vest as to one-half on May 15, 2026; the remaining one-half of the RSUs will vest in two equal semi-annual installments thereafter through May 15, 2027.
F5 Each PSU represents a contingent right to receive one share of the Issuer's Common Stock. The number of PSUs earned and issuable upon vesting will be determined based on goals (set by the Compensation Committee on an annual basis) for each of the three fiscal years prior to the vesting date. The aggregate number of shares issued may range from zero shares to 150% of the target number of shares reported in columns 5, 7 and 9 of Table II. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance. This PSU will vest on May 15, 2028.
F6 Each PSU represents a contingent right to receive one share of the Issuer's Common Stock, based on the Issuer's total shareholder return (TSR) compared to pre-established relative TSR goals, based on the TSR of a peer index of companies (set by the Compensation Committee at the time of grant) over the three fiscal years ending prior to the vesting date. The aggregate number of shares issued may range from zero shares to 200% of the target number of shares reported in columns 5, 7 and 9 of Table II. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance. This PSU will vest on May 15, 2028.
F7 Each PSU represents a contingent right to receive one share of the Issuer's Common Stock. The number of PSUs earned and issuable upon vesting will be determined based on goals (set by the Compensation Committee on an annual basis) for the fiscal year ending December 31, 2026. The aggregate number of shares issued may range from zero shares to 150% of the target number of shares reported in columns 5, 7 and 9 of Table II. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance. This PSU will vest on May 15, 2027.
F8 The RSUs were granted on May 15, 2024 and vested in full on May 16, 2025.