STOCK TITAN

Ribbon Communications (RBBN) COO receives new RSU and performance PSU grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ribbon Communications Inc. executive vice president and chief operating officer Sam Bucci received new equity awards in the form of restricted and performance-based stock units tied to Ribbon's common stock. These awards are part of his compensation and do not represent open-market purchases or sales.

The filing reports grants of 250,000 restricted stock units (RSUs) and performance-based RSUs (PSUs) totaling 250,000 underlying shares of common stock at a conversion price of $0.00 per share-equivalent. The RSUs vest one-third on June 15, 2027, with the remaining two-thirds vesting in four equal semi-annual installments through June 15, 2029, encouraging multi-year retention.

The PSUs convert to common stock on a one-for-one basis but only if specified performance goals are achieved. One PSU tranche vests based on annual goals set by the Compensation Committee for three fiscal years, with potential issuance from zero up to 100% of the target shares, vesting on April 15, 2029. Another PSU tranche is tied to total shareholder return relative to a peer index over three fiscal years, with potential issuance from zero up to 125% of target shares, also vesting on April 15, 2029.

Positive

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Insider Bucci Sam
Role EVP, Chief Operating Officer
Type Security Shares Price Value
Grant/Award Restructed Stock Unites (RSUs) 250,000 $0.00 --
Grant/Award Performance-Based RSUs (PSUs) 150,000 $0.00 --
Grant/Award PSUs 100,000 $0.00 --
Holdings After Transaction: Restructed Stock Unites (RSUs) — 250,000 shares (Direct, null); Performance-Based RSUs (PSUs) — 150,000 shares (Direct, null); PSUs — 100,000 shares (Direct, null)
Footnotes (1)
  1. The RSUs and PSUs convert to Common Stock on a one-for-one basis. The RSUs vest as to one-third on June 15, 2027; the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through June 15, 2029. The number of PSUs earned and issuable upon vesting will be determined based on goals (set by the Compensation Committee of the Board of Directors (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 100% 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. These PSUs will vest on April 15, 2029. The number of PSUs earned and issuable upon vesting will be determined 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 125% 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. These PSUs will vest on April 15, 2029.
PSU grant 1 100,000 PSUs Grant/award acquisition on June 15, 2026, convertible to common stock
PSU grant 2 150,000 PSUs Grant/award acquisition on June 15, 2026, convertible to common stock
RSU grant 250,000 RSUs Grant/award acquisition on June 15, 2026, convertible to common stock
Conversion ratio 1:1 to common stock RSUs and PSUs convert one-for-one into common shares
Exercise price $0.00 per unit Conversion or exercise price for RSUs and PSUs
RSU vesting start June 15, 2027 One-third of RSUs vest on this date
Final vesting date April 15, 2029 PSUs vest based on performance through this date
RSUs financial
"The RSUs and PSUs convert to Common Stock on a one-for-one basis."
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
PSUs financial
"The RSUs and PSUs convert to Common Stock on a one-for-one basis."
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
Compensation Committee financial
"goals (set by the Compensation Committee of the Board of Directors ...)"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
total shareholder return (TSR) financial
"determined based on the Issuer's total shareholder return (TSR) compared to pre-established relative TSR goals"
Total shareholder return (TSR) measures how much an investment in a company's stock has grown over a specific period by combining the change in the share price and all dividends paid, expressed as a percentage. Think of it like tracking the total balance of a savings jar that increases both from added cash (dividends) and a rising sticker price on the jar (share price); investors use TSR to compare how well different stocks or managers deliver real, money-in-hand returns.
peer index financial
"based on the TSR of a peer index of companies (set by the Compensation Committee at the time of grant)"
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Bucci Sam

(Last)(First)(Middle)
6500 CHASE OAKS BLVD.
STE, 100

(Street)
PLANO TEXAS 75023

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Ribbon Communications Inc. [ RBBN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restructed Stock Unites (RSUs)(1)06/15/2026A250,000 (2) (2)Common Stock250,000$0250,000D
Performance-Based RSUs (PSUs)(1)06/15/2026A150,000 (3) (3)Common Stock150,000$0150,000D
PSUs(1)06/15/2026A100,000 (4) (4)Common Stock100,000$0100,000D
Explanation of Responses:
1. The RSUs and PSUs convert to Common Stock on a one-for-one basis.
2. The RSUs vest as to one-third on June 15, 2027; the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through June 15, 2029.
3. The number of PSUs earned and issuable upon vesting will be determined based on goals (set by the Compensation Committee of the Board of Directors (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 100% 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. These PSUs will vest on April 15, 2029.
4. The number of PSUs earned and issuable upon vesting will be determined 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 125% 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. These PSUs will vest on April 15, 2029.
Patrick Macken, By POA from Sam Bucci06/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Ribbon Communications (RBBN) EVP Sam Bucci report on this Form 4?

Sam Bucci reported receiving grants of restricted stock units and performance-based RSUs tied to Ribbon Communications common stock. These awards are equity compensation, not open-market stock purchases or sales, and will convert into shares only as they vest over several years.

How many RSUs and PSUs were granted to the RBBN executive on June 15, 2026?

The executive received 250,000 restricted stock units and performance-based RSUs totaling 250,000 underlying common shares at a conversion price of $0.00. All units convert to Ribbon common stock on a one-for-one basis, subject to time-based vesting and performance conditions described in the filing.

What is the vesting schedule for the RSUs granted to the Ribbon Communications COO?

The RSUs vest one-third on June 15, 2027, with the remaining two-thirds vesting in four equal semi-annual installments through June 15, 2029. This schedule is designed to retain the executive and align compensation with Ribbon Communications’ multi-year performance period.

How are performance-based RSUs (PSUs) for RBBN determined and when do they vest?

The number of PSUs earned depends on performance goals set annually by the Compensation Committee and, separately, on total shareholder return versus a peer index. Depending on results, from zero to 100% or 125% of target shares may be issued, with PSUs vesting on April 15, 2029.

Do the PSU and RSU grants for Ribbon Communications’ COO involve any cash exercise price?

No, the PSUs and RSUs have a stated conversion or exercise price of $0.00 per share. They convert into Ribbon Communications common stock on a one-for-one basis upon vesting, subject to the time-based and performance-based conditions outlined in the Form 4 footnotes.

Are these Ribbon Communications Form 4 transactions open-market buys or sells of RBBN stock?

No, the Form 4 shows equity awards coded as “A” for grant or award acquisition, not open-market purchases or sales. They are compensation-related grants of RSUs and PSUs that will convert into common shares only if vesting and performance conditions are satisfied.