# Ribbon Communications Inc. (RBBN) 8-K SEC filing

- Filed: Jul 28, 2026, 4:09 PM EDT
- Accession: 0001104659-26-087534
- OpenCapital page: https://www.opencapital.sh/filings/0001104659-26-087534
- Markdown URL: https://www.opencapital.sh/filings/0001104659-26-087534.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1708055/000110465926087534/0001104659-26-087534-index.htm

## Filing documents

- [8-K (tm2621444d1_8k.htm)](https://www.sec.gov/Archives/edgar/data/1708055/000110465926087534/tm2621444d1_8k.htm)
- [EXHIBIT 99.1 (tm2621444d1_ex99-1.htm)](https://www.sec.gov/Archives/edgar/data/1708055/000110465926087534/tm2621444d1_ex99-1.htm)

---

## 8-K

SEC source: [tm2621444d1_8k.htm](https://www.sec.gov/Archives/edgar/data/1708055/000110465926087534/tm2621444d1_8k.htm)

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

WASHINGTON, D.C. 20549

**FORM 8-K**

**CURRENT REPORT**

**Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934**

**July 28, 2026** 

**Date of Report (Date of earliest event
reported)**

**RIBBON COMMUNICATIONS INC.**

(Exact Name of Registrant as Specified in its Charter)

| Delaware | 001-38267 | 82-1669692 |
| --- | --- | --- |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |

**6500 Chase Oaks Blvd., Suite 100, Plano, TX 75023**

(Address of Principal Executive Offices) (Zip Code)

 **(978****) 614-8100**

(Registrant’s telephone number, including
area code)

**N/A**

(Former Name or Former Address, if Changed Since
Last Report)

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

**Securities registered pursuant to Section 12(b)
of the Act:**

**Title of each class** **Trading Symbol(s)** **Name of each exchange on which registered**

Common Stock, par value $0.0001 RBBN The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging
growth company ¨

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

## Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02 of this Current
Report on Form 8-K (the "Current Report"), including Exhibit 99.1 attached hereto, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), otherwise subject to the liabilities
of that Section or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"),
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On July 28, 2026, Ribbon Communications Inc. (the
"Company") issued a press release reporting financial information for the quarter ended June 30, 2026, a copy of which is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.

## Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

[99.1](tm2621444d1_ex99-1.htm) [Press Release of Ribbon Communications Inc., dated July 28, 2026.](tm2621444d1_ex99-1.htm)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

**SIGNATURE**

Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

Date: July 28, 2026 **Ribbon Communications Inc.**

By: /s/ Patrick Macken

Name: Patrick W. Macken

Title: Executive Vice President, Chief Legal Officer and Secretary

---

## EXHIBIT 99.1

SEC source: [tm2621444d1_ex99-1.htm](https://www.sec.gov/Archives/edgar/data/1708055/000110465926087534/tm2621444d1_ex99-1.htm)

**Exhibit 99.1**

**Ribbon
Communications Inc. Reports
Second Quarter 2026 Financial Results**

*Revenue
increased 18% sequentially and Profitability improved by $20M;*

*further
gains expected in 2H 2026*

*Record
IP Optical Quarterly Bookings led by growth in North America;*

*Critical
Infrastructure and DCI Wins*

*Large
Enterprise momentum,*

*including
selection by Salesforce for Agentforce Contact Center*

**PLANO, Texas –** Ribbon
Communications Inc. (Nasdaq: RBBN), a global leader in real-time communications technology, IP routing, and optical networking
solutions, today announced its financial results for the second quarter of 2026.

**Second Quarter 2026 Highlights**

**Financial
Results****¹:**

- Revenue was $192 million, compared to $221 million for the second quarter of 2025
- GAAP Operating Loss was ($12) million, compared to income of $4 million for the second quarter of 2025
- Non-GAAP Adjusted EBITDA was $12 million, compared to $32 million for the second quarter of 2025
- GAAP Gross Margin was 47%, compared to 49.6% for the second quarter of 2025
- Non-GAAP Gross Margin was 49.3%, compared to 52.1% for the second quarter of 2025

“We had meaningful sequential
improvement in revenue and profitability in both of our operating segments in the second quarter, with key financial metrics
above the mid-point of our guidance. Demand continued to strengthen in our IP Optical Networks business, resulting in a new record level
of bookings, and one of our best quarters in the U.S. market,” stated Bruce McClelland, President and Chief Executive Officer of
Ribbon Communications. “The Enterprise market was also a highlight in the quarter with a major Microsoft Teams Voice deployment
with a top tier financial institution, and the announcement of our partnership with Salesforce for their new Agentforce Contact Center
launch.”

Mr. McClelland continued, “For
the balance of the year, we continue to expect sequential revenue growth and improved earnings. We see several larger opportunities in
our IP Optical business that could provide additional upside, balanced by a more moderated view of voice modernization deployment acceleration
with our U.S. Tier One Service Providers. We expect second-half revenue growth from several regions, including Telecom Operators and
Critical Infrastructure Providers in EMEA and Southeast Asia, U.S. Government Federal Agencies, and U.S. Regional Service Providers investing
in multi-purpose optical networks that support Data Center Interconnect (DCI), broadband internet access, and mobile backhaul.”

Rick Marmurek, Chief Financial Officer
of Ribbon Communications, remarked, “Our financial results in the second quarter reflected improved execution in the business with
healthy customer demand across most of our markets. Our financial priorities remain unchanged—execute efficiently, expand margins
over time, and generate stronger cash flow as higher-value growth opportunities become a larger part of our business.”

| In millions, except per share amounts |  |  |  |
| --- | --- | --- | --- |
| GAAP Revenue | $192 | $221 | $$402 |
| GAAP Net income (loss) | $(27) | $(11 | $$(37)) |
| Non-GAAP Net income (loss) | $(5) | $10 | $$5) |
| Non-GAAP Adjusted EBITDA | $12 | $32 | $$38 |
| GAAP diluted earnings (loss) per share | $(0.15) | $(0.06 | $$(0.21)) |
| Non-GAAP diluted earnings (loss) per share | $(0.03) | $0.05 | $$0.03) |
| Weighted average shares outstanding basic | 177 | 177 | 176 |
| Weighted average shares outstanding diluted | 180 | 180 | 180 |

¹ Please see the reconciliations
of the non-GAAP financial measures to the most directly comparable GAAP measures and additional information about non-GAAP measures in
the section entitled “Discussion of Non-GAAP Financial Measures” in the attached schedules.

**Business Highlights:**

- Planters Broadband Selects Ribbon to Launch New 400G/800G- Ready Optical Route
- Ribbon's Cloud Native Technology Partners with Agentforce Contact Center in the Public Cloud
- Ribbon Introduces Rapid Deployment Networking Solutions for Mobile Data Centers, Defense Agencies, and Critical Infrastructure Providers
- Ribbon and Comporium Expand Partnership to Advance Voice Infrastructure Modernization
- MGW Partners with Ribbon to Modernize Infrastructure and Expand Rural Connectivity

**Business Outlook²**

For the third quarter of 2026, the Company
projects revenue of $215 million to $230 million. Non-GAAP gross margin is projected in a range of 51% to 52%. Adjusted EBITDA is projected
in a range of $26 million to $31 million.

The Company has also adjusted full-year
2026 targets and now expects revenue in a range of $810 million to $840 million, non-GAAP gross margin in a range of 51% to 52%, and
Adjusted EBITDA in a range of $78 million to $88 million.

The Company’s outlook is based
on current indications for its business, which are subject to change.

² GAAP earnings guidance
is not provided. Please see the reconciliations of the non-GAAP financial measures to the most directly comparable GAAP measures and
additional information about the non-GAAP measures in the section entitled “Discussion of Non-GAAP Financial Measures” in
the attached schedules.

**Upcoming Conference Schedule**

- August 17-18, 2026: — **Rosenblatt 6th Annual Tech Summit 2026: The Age of AI**
- August 25, 2026: — **Jefferies Semiconductor, IT Hardware & Communications Technology Conference**

**Conference Call and Webcast Information**

Ribbon Communications will host a conference
call to discuss the Company’s financial results at 4:30 p.m. ET on Tuesday, July 28, 2026.

Dial-in Information:

US/Canada: 877-407-2991
International: 201-389-0925
Instant Telephone Access: Call me™

A live (listen-only) webcast and replay
will be available on the Company’s Investor Relations website at investors.ribboncommunications.com.

**Investor Contact**

+1 (978) 614-8050

ir@rbbn.com

**Media Contact**

Catherine Berthier

+1 (646) 741-1974

cberthier@rbbn.com

**About Ribbon**

Ribbon Communications (Nasdaq: RBBN)
is a global provider of voice communications software, IP routing, and optical networking to mobile and wireline service providers,
enterprises, critical infrastructure and defense sectors. We support our customers’ Path to Autonomous Networks by leveraging the
latest AIOps automation platforms and Agentic AI technologies, helping them deliver better customer experiences, reduce operational costs,
and achieve sustainable growth. To learn more about Ribbon, visit rbbn.com.

**Important Information Regarding Forward-Looking
Statements**

This release contains “forward-looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to a number of risks
and uncertainties. All statements other than statements of historical facts contained in this release, including without limitation,
statements regarding Company’s projected financial results for the third quarter and full year 2026 and beyond; expected customer
bookings, spend and timing; beliefs about the Company’s business strategy, including new product introductions such as the Acumen
AIOps platform; beliefs about the accelerating adoption of AI and the shift towards autonomous networking; and the timing of customer
network transformation projects, are forward-looking statements. Without limiting the foregoing, the words “anticipates”, “believes”, “could”, “estimates”, “expects”, “expectations”, “intends”, “may”, “plans”, “projects” and other similar language, whether in the negative or affirmative, are
intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based
on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that
are unknown and/or difficult to predict and that may cause the Company’s actual results, performance or achievements to be materially
different from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited
to, unpredictable fluctuations in quarterly revenue and operating results; the impact of restructuring and cost-containment activities;
impacts from new tariffs, the proposed termination of the USMCA and other trade restrictions or taxes on our products; supply chain disruptions
resulting from component availability; impacts from the wars in the Middle East and Ukraine and related economic volatility and uncertainty
resulting therefrom; the impact of military call-ups of our employees in Israel; material litigation; the impact of fluctuations in interest
rates; material cybersecurity and data intrusion incidents, including any security breaches resulting in the theft, transfer, or unauthorized
disclosure of customer, employee, or company information; our ability to comply with applicable domestic and foreign information security
and privacy laws, regulations and technology platform rules or other obligations related to data privacy and security; failure to
compete successfully against telecommunications equipment and networking companies; failure to grow our customer base or generate recurring
business from our existing customers; credit risks; the timing of customer purchasing decisions and our recognition of revenues; macroeconomic
conditions, including inflation; our ability to adapt to rapid technological and market changes; our ability to generate positive returns
on our research and development; our ability to protect our intellectual property rights and obtain necessary licenses; our ability to
maintain partner, reseller, distribution and vendor support and supply relationships; the potential for defects in our products; risks
related to the terms of our credit agreement; higher risks in international operations and markets; currency fluctuations; unanticipated
adverse changes in legal, regulatory or tax laws; future accounting pronouncements or changes in our accounting policies; and/or failure
or circumvention of our controls and procedures. We therefore caution you against relying on any of these forward-looking statements.

These factors are not intended to be
an all-encompassing list of risks and uncertainties that may affect the Company's business and results from operations. Additional information
regarding these and other factors can be found in the Company's reports filed with the Securities and Exchange Commission, including,
without limitation, its Form 10-K for the year ended December 31, 2025. Any forward-looking statement made by the Company in
this release speaks only as of the date on which this release was first issued. The Company undertakes no obligation to update any forward-looking
statement publicly or otherwise, whether as a result of new information, future developments or otherwise, except as required by law.

**Discussion
of Non-GAAP Financial Measures**

The Company’s management uses
several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of its business, making
operating decisions, planning and forecasting future periods, and determining payments under compensation programs. The Company considers
the use of non-GAAP financial measures helpful in assessing the core performance of its continuing operations and when planning and forecasting
future periods. The Company’s annual financial plan is prepared on a non-GAAP basis and is approved by its board of directors.
In addition, budgeting and forecasting for revenue and expenses are conducted on a non-GAAP basis, and actual results on a non-GAAP basis
are assessed against the annual financial plan. The Company defines continuing operations as the ongoing results of its business adjusted
for certain expenses and credits, as described below. The Company believes that providing non-GAAP information to investors allows them
to view the Company's financial results in the way its management views them and helps investors to better understand the Company’s
core financial and operating performance and evaluate the efficacy of the methodology and information used by its management to evaluate
and measure such performance.

While the Company’s management
uses non-GAAP financial measures as tools to enhance its understanding of certain aspects of the Company’s financial performance,
management does not consider these measures to be a substitute for, or superior to, GAAP measures. In addition, the Company’s presentations
of these measures may not be comparable to similarly titled measures used by other companies. These non-GAAP financial measures should
not be considered alternatives for, or in isolation from, the financial information prepared and presented in accordance with GAAP. Investors
are cautioned that there are material limitations associated with the use of non-GAAP financial measures. In particular, many of the
adjustments to the Company’s financial measures reflect the exclusion of items that are recurring and will be reflected in its
financial results for the foreseeable future.

*Stock-Based Compensation*

The expense related to stock-based awards
is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. The
Company believes that presenting non-GAAP operating results that exclude stock-based compensation provides investors with visibility
and insight into its management’s method of analysis and its core operating performance.

*Amortization of Acquired Technology
(including software licenses); Amortization of Acquired Intangible Assets*

Amortization amounts are inconsistent
in frequency and amount and are significantly impacted by the timing and size of acquisitions. Amortization of acquired technology is
reported separately within Cost of revenue and Amortization of acquired intangible assets is reported separately within Operating expenses.
These items are reported collectively as Amortization of acquired intangible assets in the accompanying reconciliations of non-GAAP and
GAAP financial measures. The Company believes that excluding non-cash amortization of these intangible assets facilitates the comparison
of its financial results to its historical operating results and to other companies in its industry as if the acquired intangible assets
had been developed internally rather than acquired.

*Litigation Costs*

In connection with certain ongoing litigation
where Ribbon is the defendant (as described in the Company's Commitments and Contingencies footnotes in its Form 10-Qs and Form 10-Ks
filed with the SEC), the Company has incurred litigation costs beginning in 2023. These costs are included as a component of general
and administrative expense. The Company believes that such costs are not part of its core business or ongoing operations, are unplanned,
and generally are not within its control. Accordingly, the Company believes that excluding litigation costs related to these specific
legal matters facilitates the comparison of the Company's financial results to its historical operating results and to other companies
in its industry.

*Cybersecurity Incident*

The Company has recorded expenses associated
with responding to and remediating a cybersecurity incident, including costs for external legal services, cybersecurity experts, and
IT restoration activities. The Company believes that excluding these expenses facilitates the comparison of its financial results to
its historical operating performance and to other companies in its industry, as these costs are non-recurring in nature and are not associated
with future revenue streams or ongoing operational benefits.

*Acquisition-, Disposal- and Integration-Related*

The Company considers certain acquisition-,
disposal- and integration-related costs to be unrelated to the organic continuing operations of the Company and its acquired businesses.
Such costs are generally not relevant to assessing or estimating the long-term performance of the acquired assets. In 2025, the Company
recorded expense for legal and professional fees associated with contemplated corporate development activities. The Company excludes
such acquisition-, disposal- and integration-related costs to allow more accurate comparisons of its financial results to its historical
operations and the financial results of less acquisitive peer companies and allows management and investors to consider the ongoing operations
of the business both with and without such expenses.

*Restructuring and Related*

The Company has recorded restructuring
and related expense to streamline operations and reduce operating costs by closing and consolidating certain facilities and reducing
its worldwide workforce. The Company believes that excluding restructuring and related expense facilitates the comparison of its financial
results to its historical operating results and to other companies in its industry, as there are no future revenue streams or other benefits
associated with these costs.

*Preferred Stock and Warrant Liability
Mark-to-Market Adjustment*

The Company recorded adjustments to
the fair value of its Series A Preferred Stock and Warrants to purchase shares of the Company’s common stock in Other (expense)
income, net. Both of these instruments were issued in March 2023 in connection with the Company’s private placement and have
been classified as liabilities and marked to market each reporting period until the Series A Preferred Stock was fully redeemed
on June 25, 2024. The Warrant liability remains outstanding and will continue to be marked to market each reporting period. The
Company excluded these gains and losses from the change in the fair value of these liabilities because it believes that such gains or
losses were not part of its core business or ongoing operations.

*Tax Effect of Non-GAAP Adjustments*

The Non-GAAP income tax provision is
presented based on an estimated tax rate applied against forecasted annual non-GAAP income. The Company computes its non-GAAP estimated
tax rate using its estimated GAAP annual effective tax rate for the period and adjusting for the tax effect of pre-tax non-GAAP adjustments. The
Company computes a single annual non-GAAP rate for the Company and applies that rate (rather than multiple rates by jurisdiction) to
its consolidated quarterly results. The Company expects that this methodology will provide a consistent rate throughout the year and
allow investors to better understand the impact of income taxes on its results. Due to the methodology applied to its estimated annual
tax rate, the Company’s estimated tax rate on non-GAAP income will differ from its GAAP tax rate and from its actual tax liabilities.

*Adjusted EBITDA*

The Company uses Adjusted EBITDA as
a supplemental measure to review and assess its performance. The Company calculates Adjusted EBITDA by excluding from income (loss) from
operations: depreciation; stock-based compensation; amortization of acquired intangible assets; certain litigation costs; expenses related
to cybersecurity incidents; acquisition-, disposal- and integration-related expense; and restructuring and related expense. In general,
the Company excludes the expenses that it considers to be non-cash and/or not a part of its ongoing operations. The Company may exclude
other items in the future that have those characteristics. Adjusted EBITDA is a non-GAAP financial measure that is used by the investing
community for comparative and valuation purposes. The Company discloses this metric to support and facilitate dialogue with research
analysts and investors. Other companies may calculate Adjusted EBITDA differently than the Company does, limiting its usefulness as a
comparative measure.

**RIBBON COMMUNICATIONS INC.**

### Consolidated Statements of Operations

_(in thousands, except percentages and per share amounts) · (unaudited)_

|  |  |  |  |
| --- | --- | --- | --- |
| Revenue: |  |  |  |
| Product | $95,560 | $68,114 | $115,057 |
| Service | 96,780 | 94,492 | 105,526 |
| Total revenue | 192,340 | 162,606 | 220,583 |
| Cost of revenue: |  |  |  |
| Product | 58,877 | 49,425 | 66,746 |
| Service | 38,766 | 38,928 | 39,253 |
| Amortization of acquired technology | 4,354 | 4,562 | 5,277 |
| Total cost of revenue | 101,997 | 92,915 | 111,276 |
| Gross profit | 90,343 | 69,691 | 109,307 |
| Gross margin | 47.0% | 42.9 | 49.6%% |
| Operating expenses: |  |  |  |
| Research and development | 44,858 | 44,445 | 44,696 |
| Sales and marketing | 33,124 | 32,269 | 32,536 |
| General and administrative | 14,643 | 16,978 | 16,630 |
| Amortization of acquired intangible assets | 5,495 | 5,656 | 5,975 |
| Acquisition-, disposal- and integration-related | - | - | 3,898 |
| Restructuring and related | 4,442 | 2,038 | 1,346 |
| Total operating expenses | 102,562 | 101,386 | 105,081 |
| Income (loss) from operations | (12,219) | (31,695 | 4,226) |
| Interest expense, net | (10,685) | (9,756 | (10,977)) |
| Other (expense) income, net | (2,258) | 514 | (2,159) |
| Income (loss) before income taxes | (25,162) | (40,937 | (8,910)) |
| Income tax benefit (provision) | (1,709) | 6,448 | (2,183) |
| Net income (loss) | $(26,871) | $(34,489 | $(11,093)) |
| Earnings (loss) per share: |  |  |  |
| Basic | $(0.15) | $(0.20 | $(0.06)) |
| Diluted | $(0.15) | $(0.20 | $(0.06)) |
| Weighted average shares used to compute earnings (loss) per share: |  |  |  |
| Basic | 177,251 | 175,661 | 176,749 |
| Diluted | 177,251 | 175,661 | 176,749 |

**RIBBON COMMUNICATIONS INC.**

### Consolidated Statements of Operations

_(in thousands, except percentages and per share amounts) · (unaudited)_

|  |  |  |
| --- | --- | --- |
| Revenue: |  |  |
| Product | $163,674 | $197,048 |
| Service | 191,272 | 204,814 |
| Total revenue | 354,946 | 401,862 |
| Cost of revenue: |  |  |
| Product | 108,302 | 124,639 |
| Service | 77,694 | 74,881 |
| Amortization of acquired technology | 8,916 | 10,665 |
| Total cost of revenue | 194,912 | 210,185 |
| Gross profit | 160,034 | 191,677 |
| Gross margin | 45.1% | 47.7% |
| Operating expenses: |  |  |
| Research and development | 89,303 | 88,264 |
| Sales and marketing | 65,393 | 64,324 |
| General and administrative | 31,621 | 31,758 |
| Amortization of acquired intangible assets | 11,151 | 12,130 |
| Acquisition-, disposal- and integration-related | - | 3,898 |
| Restructuring and related | 6,480 | 6,687 |
| Total operating expenses | 203,948 | 207,061 |
| Income (loss) from operations | (43,914) | (15,384) |
| Interest expense, net | (20,441) | (21,477) |
| Other (expense) income, net | (1,744) | 970 |
| Income (loss) before income taxes | (66,099) | (35,891) |
| Income tax benefit (provision) | 4,739 | (1,429) |
| Net income (loss) | $(61,360) | $(37,320) |
| Earnings (loss) per share: |  |  |
| Basic | $(0.35) | $(0.21) |
| Diluted | $(0.35) | $(0.21) |
| Weighted average shares used to compute earnings (loss) per share: |  |  |
| Basic | 176,460 | 176,237 |
| Diluted | 176,460 | 176,237 |

**RIBBON COMMUNICATIONS INC.**

### Consolidated Balance Sheets

_(in thousands) · (unaudited)_

|  |  |  |
| --- | --- | --- |
| Assets |  |  |
| Current assets: |  |  |
| Cash and cash equivalents | $43,510 | $96,405 |
| Restricted cash | 1,973 | 1,726 |
| Accounts receivable, net | 220,203 | 231,885 |
| Inventory | 87,811 | 78,806 |
| Other current assets | 52,132 | 45,663 |
| Total current assets | 405,629 | 454,485 |
| Property and equipment, net | 61,137 | 65,559 |
| Intangible assets, net | 124,384 | 143,344 |
| Goodwill | 300,892 | 300,892 |
| Deferred income taxes | 182,727 | 174,318 |
| Operating lease right-of-use assets | 41,895 | 46,240 |
| Other assets | 26,158 | 27,417 |
|  | $1,142,822 | $1,212,255 |
| Liabilities and Stockholders' Equity |  |  |
| Current liabilities: |  |  |
| Current portion of term debt | $8,750 | $8,750 |
| Accounts payable | 87,077 | 79,840 |
| Accrued expenses and other | 82,512 | 90,759 |
| Operating lease liabilities | 11,655 | 11,699 |
| Warrant liability | 1,007 | - |
| Deferred revenue | 118,333 | 124,425 |
| Total current liabilities | 309,334 | 315,473 |
| Long-term debt, net of current | 320,606 | 324,525 |
| Warrant liability | - | 1,919 |
| Operating lease liabilities, net of current | 56,000 | 60,159 |
| Deferred revenue, net of current | 34,632 | 31,654 |
| Deferred income taxes | 5,728 | 5,728 |
| Other long-term liabilities | 23,950 | 23,803 |
| Total liabilities | 750,250 | 763,261 |
| Commitments and contingencies |  |  |
| Stockholders' equity: |  |  |
| Common stock | 18 | 18 |
| Additional paid-in capital | 1,981,940 | 1,976,958 |
| Accumulated deficit | (1,595,909) | (1,534,549) |
| Accumulated other comprehensive income | 6,523 | 6,567 |
| Total stockholders' equity | 392,572 | 448,994 |
|  | $1,142,822 | $1,212,255 |

**RIBBON COMMUNICATIONS INC.**

### Consolidated Statements of Cash Flows

_(in thousands) · (unaudited)_

|  |  |  |
| --- | --- | --- |
| Cash flows from operating activities: |  |  |
| Net income (loss) | $(61,360) | $(37,320) |
| Adjustments to reconcile net income (loss) to cash flows (used in) provided by operating activities: |  |  |
| Depreciation and amortization of property and equipment | 9,131 | 7,757 |
| Amortization of intangible assets | 20,067 | 22,795 |
| Amortization of debt issuance costs and original issue discount | 1,476 | 1,401 |
| Stock-based compensation | 10,786 | 8,775 |
| Deferred income taxes | (8,470) | (8,984) |
| Change in fair value of warrant liability | (912) | (1,641) |
| Foreign currency exchange (gains) losses | 2,844 | 587 |
| Changes in operating assets and liabilities: |  |  |
| Accounts receivable | 10,395 | 4,578 |
| Inventory | (11,319) | (2,820) |
| Other operating assets | 1,038 | (186) |
| Accounts payable | 9,128 | 5,083 |
| Accrued expenses and other long-term liabilities | (13,187) | (11,030) |
| Deferred revenue | (3,114) | 6,675 |
| Net cash (used in) provided by operating activities | (33,497) | (4,330) |
| Cash flows from investing activities: |  |  |
| Purchases of property and equipment | (7,368) | (17,831) |
| Purchases of software licenses | (553) | - |
| Net cash (used in) provided by investing activities | (7,921) | (17,831) |
| Cash flows from financing activities: |  |  |
| Borrowings under revolving line of credit | 15,000 | - |
| Principal payments on revolving line of credit | (15,000) | - |
| Principal payments of term debt | (4,375) | (1,750) |
| Payment of debt issuance costs | (977) | - |
| Proceeds from the exercise of stock options | - | 6 |
| Payment of tax obligations related to vested stock awards and units | (4,980) | (3,396) |
| Repurchase of common stock | (824) | (2,253) |
| Net cash (used in) provided by financing activities | (11,156) | (7,393) |
| Effect of exchange rate changes on cash and cash equivalents | (74) | 1,349 |
| Net (decrease) increase in cash and cash equivalents | (52,648) | (28,205) |
| Cash, cash equivalents and restricted cash, beginning of year | 98,131 | 90,479 |
| Cash, cash equivalents and restricted cash, end of period | $45,483 | $62,274 |

RIBBON COMMUNICATIONS INC.

Supplemental Information

(in thousands) (unaudited)

The following tables provide the details of stock-based compensation
included as components of other line items in the Company's Consolidated Statements of Operations and the line items in which these amounts
are reported.

| Line item |  |  | June 30, 2026 |  |
| --- | --- | --- | --- | --- |
| Stock-based compensation |  |  |  |  |
| Cost of revenue - product | $39 | $43 | $33 | $$99 |
| Cost of revenue - service | 175 | 161 | 198 | 484 |
| Cost of revenue | 214 | 204 | 231 | 583 |
| Research and development | 460 | 477 | 455 | 1,180 |
| Sales and marketing | 1,103 | 1,130 | 1,066 | 2,239 |
| General and administrative | 3,052 | 4,146 | 2,725 | 4,773 |
| Operating expense | 4,615 | 5,753 | 4,246 | 8,192 |
| Total stock-based compensation | $4,829 | $5,957 | $4,477 | $$8,775 |

- RIBBON COMMUNICATIONS INC.
- Reconciliation of Non-GAAP and GAAP Financial Measures
- (in thousands, except per share amounts)
- (unaudited)

|  |  |  |  |
| --- | --- | --- | --- |
| GAAP Gross margin | 47.0% | 42.9 | 49.6%% |
| Stock-based compensation | 0.1% | 0.1 | 0.1%% |
| Amortization of acquired technology | 2.2% | 2.8 | 2.4%% |
| Non-GAAP Gross margin | 49.3% | 45.8 | 52.1%% |
| GAAP Net income (loss) | $(26,871) | $(34,489 | $(11,093)) |
| Stock-based compensation | 4,829 | 5,957 | 4,477 |
| Amortization of intangible assets | 9,849 | 10,218 | 11,252 |
| Litigation costs | 302 | 744 | 2,314 |
| Acquisition-, disposal- and integration-related | - | - | 3,898 |
| Restructuring and related | 4,442 | 2,038 | 1,346 |
| Preferred stock and warrant liability mark-to-market adjustment | 325 | (1,237 | 94) |
| Tax effect of non-GAAP adjustments | 2,223 | 8,412 | (2,679) |
| Non-GAAP Net income (loss) | $(4,901) | $(8,357 | $9,609) |
| GAAP Diluted earnings (loss) per share | $(0.15) | $(0.20 | $(0.06)) |
| Stock-based compensation | 0.03 | 0.03 | 0.02 |
| Amortization of intangible assets | 0.05 | 0.06 | 0.06 |
| Litigation costs | * | 0.01 | 0.01 |
| Acquisition-, disposal- and integration-related | - | - | 0.02 |
| Restructuring and related | 0.03 | 0.01 | 0.01 |
| Preferred stock and warrant liability mark-to-market adjustment | * | (0.01 | * |
| Tax effect of non-GAAP adjustments | 0.01 | 0.05 | (0.01) |
| Non-GAAP Diluted earnings (loss) per share | $(0.03) | $(0.05 | $0.05) |
| Weighted average shares used to compute diluted earnings (loss) per share |  |  |  |
| Shares used to compute GAAP diluted earnings (loss) per share | 177,251 | 175,661 | 176,749 |
| Shares used to compute Non-GAAP diluted earnings (loss) per share | 177,251 | 175,661 | 179,884 |
| GAAP Income (loss) from operations | $(12,219) | $(31,695 | $4,226) |
| Depreciation | 4,671 | 4,460 | 4,288 |
| Stock-based compensation | 4,829 | 5,957 | 4,477 |
| Amortization of intangible assets | 9,849 | 10,218 | 11,252 |
| Litigation costs | 302 | 744 | 2,314 |
| Acquisition-, disposal- and integration-related | - | - | 3,898 |
| Restructuring and related | 4,442 | 2,038 | 1,346 |
| Non-GAAP Adjusted EBITDA | $11,874 | $(8,278 | $31,801) |
| * Less than $0.01 impact on earnings (loss) per share. |  |  |  |

- RIBBON COMMUNICATIONS INC.
- Reconciliation of Non-GAAP and GAAP Financial Measures
- (in thousands, except per share amounts)
- (unaudited)

|  |  |  |
| --- | --- | --- |
| GAAP Gross Margin | 45.1% | 47.7% |
| Stock-based compensation | 0.1% | 0.1% |
| Amortization of acquired technology | 2.5% | 2.7% |
| Non-GAAP Gross Margin | 47.7% | 50.5% |
| GAAP Net income (loss) | $(61,360) | $(37,320) |
| Stock-based compensation | 10,786 | 8,775 |
| Amortization of intangible assets | 20,067 | 22,795 |
| Litigation costs | 1,046 | 3,114 |
| Acquisition-, disposal- and integration-related | - | 3,898 |
| Restructuring and related | 6,480 | 6,687 |
| Preferred stock and warrant liability mark-to-market adjustment | (912) | (1,641) |
| Tax effect of non-GAAP adjustments | 10,635 | (1,278) |
| Non-GAAP Net income (loss) | $(13,258) | $5,030 |
| GAAP Diluted earnings (loss) per share | $(0.35) | $(0.21) |
| Stock-based compensation | 0.06 | 0.05 |
| Amortization of intangible assets | 0.11 | 0.13 |
| Litigation costs | 0.01 | 0.02 |
| Acquisition-, disposal- and integration-related | - | 0.02 |
| Restructuring and related | 0.04 | 0.04 |
| Preferred stock and warrant liability mark-to-market adjustment | (0.01) | (0.01) |
| Tax effect of non-GAAP adjustments | 0.06 | (0.01) |
| Non-GAAP Diluted earnings (loss) per share | $(0.08) | $0.03 |
| Weighted average shares used to compute diluted earnings (loss) per share |  |  |
| Shares used to compute GAAP diluted earnings (loss) per share | 176,460 | 176,237 |
| Shares used to compute Non-GAAP diluted earnings (loss) per share | 176,460 | 180,231 |
| GAAP Income (loss) from operations | $(43,914) | $(15,384) |
| Depreciation | 9,131 | 7,757 |
| Stock-based compensation | 10,786 | 8,775 |
| Amortization of intangible assets | 20,067 | 22,795 |
| Litigation costs | 1,046 | 3,114 |
| Acquisition-, disposal- and integration-related | - | 3,898 |
| Restructuring and related | 6,480 | 6,687 |
| Non-GAAP Adjusted EBITDA | $3,596 | $37,642 |

- RIBBON COMMUNICATIONS INC.
- Reconciliation of Non-GAAP and GAAP Financial Measures
- (in thousands)
- (unaudited)

|  |  |  |  |
| --- | --- | --- | --- |
| GAAP Income (loss) from operations | $(31,854) | $(15,409 | $16,909) |
| Depreciation | 18,102 | 17,719 | 14,526 |
| Stock-based compensation | 21,417 | 21,065 | 16,845 |
| Amortization of intangible assets | 41,465 | 42,868 | 47,360 |
| Litigation costs | 2,971 | 4,983 | 11,593 |
| Cybersecurity incident | 600 | 600 | - |
| Acquisition-, disposal- and integration-related | 439 | 4,337 | 3,898 |
| Restructuring and related | 19,451 | 16,355 | 11,862 |
| Non-GAAP Adjusted EBITDA | $72,591 | $92,518 | $122,993 |

- RIBBON COMMUNICATIONS INC.
- Reconciliation of Non-GAAP and GAAP Financial Measures - Outlook
- (unaudited)

| Line item |  |  | Range |
| --- | --- | --- | --- |
| Revenue ($millions) | $222.5 | +/-$7.5M | $825 |
| Gross margin: |  |  |  |
| GAAP outlook | 49.5% |  | 49.3% |
| Stock-based compensation | 0.1% |  | 0.1% |
| Amortization of acquired technology | 1.9% |  | 2.1% |
| Non-GAAP outlook | 51.5% | +/-0.5% | 51.5% |
| Adjusted EBITDA ($millions): |  |  |  |
| GAAP income (loss) from operations | $6.2 |  | $(9.8) |
| Depreciation | 4.3 |  | 18.1 |
| Stock-based compensation | 5.0 |  | 21.0 |
| Amortization of intangible assets | 9.8 |  | 39.6 |
| Litigation costs | 0.2 |  | 1.6 |
| Restructuring and related | 3.0 |  | 12.5 |
| Non-GAAP outlook | $28.5 | +/-$2.5M | $83.0 |

| (1) Q3 2026 and FY 2026 outlook represents the midpoint of the expected ranges |
| --- |