Form 8-K

8-K — Ribbon Communications Inc.

Accession: 0001104659-26-087534

Filed: 2026-07-28

Period: 2026-07-28

CIK: 0001708055

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2621444d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2621444d1_ex99-1.htm)

GRAPHIC (tm2621444d1_ex99-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2621444d1_8k.htm · Sequence: 1

false

0001708055

2026-07-28

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 ¨

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 Press Release of Ribbon Communications Inc., dated July 28, 2026.

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

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2621444d1_ex99-1.htm · Sequence: 2

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

Results¹:

· 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.”

Three months ended

Six months ended

June 30,

In millions, except per share amounts

2026

2025

2026

2025

GAAP Revenue

$ 192

$ 221

$ 355

$ 402

GAAP Net income (loss)

$ (27 )

$ (11 )

$ (61 )

$ (37 )

Non-GAAP Net income (loss)

$ (5 )

$ 10

$ (13 )

$ 5

Non-GAAP Adjusted EBITDA

$ 12

$ 32

$ 4

$ 38

GAAP diluted earnings (loss) per share

$ (0.15 )

$ (0.06 )

$ (0.35 )

$ (0.21 )

Non-GAAP diluted earnings (loss) per share

$ (0.03 )

$ 0.05

$ (0.08 )

$ 0.03

Weighted average shares outstanding basic

177

176

Weighted average shares outstanding diluted

180

179

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)

Three months ended

June 30,

March 31

June 30,

2026

2025

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)

Six months ended

June 30,

2026

2025

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)

June 30,

December 31,

2026

2025

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

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

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

Other long-term liabilities

23,950

23,803

Total liabilities

750,250

763,261

Commitments and contingencies

Stockholders' equity:

Common stock

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)

Six months ended

June 30,

2026

2025

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

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.

Three months ended

Six months ended

June 30,

March 31

June 30,

2026

2025

2026

2025

Stock-based compensation

Cost of revenue - product

$ 39

$ 43

$ 33

$ 82

$ 99

Cost of revenue - service

175

161

198

336

484

Cost of revenue

214

204

231

418

583

Research and development

460

477

455

937

1,180

Sales and marketing

1,103

1,130

1,066

2,233

2,239

General and administrative

3,052

4,146

2,725

7,198

4,773

Operating expense

4,615

5,753

4,246

10,368

8,192

Total stock-based compensation

$ 4,829

$ 5,957

$ 4,477

$ 10,786

$ 8,775

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except per share amounts)

(unaudited)

Three months ended

June 30,

March 31

June 30,

2026

2025

GAAP Gross margin

47.0 %

42.9 %

49.6 %

Stock-based compensation

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 )

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

0.02

Amortization of intangible assets

0.05

0.06

Litigation costs

0.01

Acquisition-, disposal- and integration-related

0.02

Restructuring and related

0.03

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)

Six months ended

June 30,

2026

2025

GAAP Gross Margin

45.1 %

47.7 %

Stock-based compensation

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

Preferred stock and warrant liability mark-to-market adjustment

(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)

Trailing Twelve Months

June 30,

March 31

June 30,

2026

2025

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

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)

Three months ending

Year ending

September 30, 2026

December 31, 2026

Midpoint (1)

Range

Midpoint (1)

Range

Revenue ($millions)

$ 222.5

+/-$7.5M

$ 825

+/-$15M

Gross margin:

GAAP outlook

49.5 %

49.3 %

Stock-based compensation

0.1 %

Amortization of acquired technology

1.9 %

2.1 %

Non-GAAP outlook

51.5 %

+/-0.5%

51.5 %

+/-0.5%

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

+/-$5M

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

GRAPHIC

Filename: tm2621444d1_ex99-1img001.jpg · Sequence: 6

Binary file (3104 bytes)

Download tm2621444d1_ex99-1img001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Jul. 28, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jul. 28, 2026

Entity File Number

001-38267

Entity Registrant Name

RIBBON COMMUNICATIONS INC.

Entity Central Index Key

0001708055

Entity Tax Identification Number

82-1669692

Entity Incorporation, State or Country Code

Entity Address, Address Line One

6500 Chase Oaks Blvd.

Entity Address, Address Line Two

Suite 100

Entity Address, City or Town

Plano

Entity Address, State or Province

Entity Address, Postal Zip Code

75023

City Area Code

978

Local Phone Number

614-8100

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.0001

Trading Symbol

RBBN

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration