Form 8-K

8-K — Ribbon Communications Inc.

Accession: 0001104659-26-119166

Filed: 2026-10-27

Period: 2026-10-27

CIK: 0001708055

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2628346d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2628346d1_ex99-1.htm)

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8-K (Primary)

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0001708055

2026-10-27

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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

October

27, 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 October 27, 2026, Ribbon Communications Inc.

(the "Company") issued a press release reporting financial information for the quarter ended September 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 October 27,2026.

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: October 27, 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: tm2628346d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Ribbon Communications Inc. Reports

Third Quarter 2026 Financial Results

Revenue increased 14% sequentially and Net

Income improved by $18M;

further significant gains expected in 4Q 2026

IP Optical Networks Revenue increased 17% QoQ

led by new wins in North America

Cloud and Edge Revenue increased 11% QoQ led

by U.S. Tier 1 Network Modernization

Growing Pipeline of Data Center and AI-related

Opportunities

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 third quarter of 2026.

Third Quarter 2026 Highlights

Financial

Results¹:

· Revenue

was $219 million, compared to $215 million for the third quarter of 2025

· GAAP

Operating Income was $6 million, compared to $3 million for the third quarter of 2025

· Non-GAAP

Adjusted EBITDA was $27 million, compared to $29 million for the third quarter of 2025

· GAAP

Gross Margin was 48.2%, compared to 50.1% for the third quarter of 2025

· Non-GAAP

Gross Margin was 50.3%, compared to 52.6% for the third quarter of 2025

“We had meaningful sequential increases in revenue and

profitability in both of our operating segments again in the third quarter, consistent with our second quarter results commentary.

The strong IP Optical Networks bookings trend in the first half of the year translated into a record third quarter sales for the

business, growing 5% year over year and included two new U.S. Tier 2 Internet Service Provider customers,” stated Bruce

McClelland, President and Chief Executive Officer of Ribbon Communications. “We are also encouraged by increased activity in

the Cloud and Edge segment with Service Provider revenue growing 15% sequentially supported by a 50% increase in sales to our

largest customer, along with further growth in the Enterprise and Government market segments. This progress clearly supports the

second-half improvement we expected, with positive trends in both operating segments and stronger results projected for the fourth

quarter. Looking ahead to 2027, we see further growth drivers with the adoption of voice-enabled Enterprise AI applications, new

solutions to mitigate AI-generated voice-phishing cyber-attacks, and broader demand for data center fiber infrastructure.”

Rick Marmurek, Chief Financial Officer of Ribbon Communications, remarked,

“Our performance improved significantly in the third quarter, with revenue increasing 14% and Adjusted EBITDA more than doubling

to $27 million from $12 million in the second quarter. At the same time, Non-GAAP operating expenses remained at $88 million. We continue

to focus on expanding margins, maintaining strong cost discipline, and further strengthening our balance sheet.”

Three months ended

Nine months ended

September 30,

In millions, except per share amounts

2026

2025

2026

2025

GAAP Revenue

$ 219

$ 215

$ 574

$ 617

GAAP Net income (loss)

$ (9 )

$ (12 )

$ (70 )

$ (49 )

Non-GAAP Net income (loss)

$ 12

$ 7

$ (1 )

$ 12

Non-GAAP Adjusted EBITDA

$ 27

$ 29

$ 30

$ 67

GAAP diluted earnings (loss) per share

$ (0.05 )

$ (0.07 )

$ (0.40 )

$ (0.28 )

Non-GAAP diluted earnings (loss) per share

$ 0.07

$ 0.04

$ -

$ 0.07

Weighted average shares outstanding basic

179

177

176

Weighted average shares outstanding diluted

180

181

180

181

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:

· HubOne

Selects Ribbon's PSX to Unify Voice Traffic Across Its Applications

· Ribbon's

Optical and DCI Solutions Enable PT Jala Lintas Media (JLM) to Unlock Subsea and Metro Network

Capacity Between Indonesia and Singapore

· Ribbon

Bolsters Its Market-Leading Critical Infrastructure Portfolio

· Ribbon

and TNS Simplify Legacy Voice Switch Replacement

Business Outlook2

For the fourth quarter of 2026, the Company projects revenue of $233

million to $247 million. Non-GAAP gross margin is projected in a range of 53.5% to 54.5%. Adjusted EBITDA is projected in a range of

$40 million to $47 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

· November 10-12, 2026:

Ribbon

Insights, U.S.

· November 19, 2026:

Needham

Virtual Technology Conference

· December 1, 2026:

UBS

Global Technology & AI 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, October 27, 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 fourth quarter 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 potential

modification of, or loss of benefits under, 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, including our ability to comply with the maximum net leverage ratio, our ability to obtain

future waivers or amendments to the Credit Agreement, and increases in the applicable interest margin; 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

September 30,

June 30

September 30,

2026

2025

Revenue:

Product

$ 121,322

$ 95,560

$ 109,979

Service

97,388

96,780

105,392

Total revenue

218,710

192,340

215,371

Cost of revenue:

Product

70,166

58,877

62,037

Service

38,665

38,766

40,311

Amortization of acquired technology

4,353

4,354

5,057

Total cost of revenue

113,184

101,997

107,405

Gross profit

105,526

90,343

107,966

Gross margin

48.2 %

47.0 %

50.1 %

Operating expenses:

Research and development

44,424

44,858

45,894

Sales and marketing

33,376

33,124

33,063

General and administrative

15,233

14,643

16,368

Amortization of acquired intangible assets

5,461

5,495

5,933

Acquisition-, disposal- and integration-related

439

Restructuring and related

1,436

4,442

3,506

Total operating expenses

99,930

102,562

105,203

Income (loss) from operations

5,596

(12,219 )

2,763

Interest expense, net

(11,273 )

(10,685 )

(11,606 )

Other (expense) income, net

1,125

(2,258 )

(134 )

Income (loss) before income taxes

(4,552 )

(25,162 )

(8,977 )

Income tax benefit (provision)

(4,565 )

(1,709 )

(3,132 )

Net income (loss)

$ (9,117 )

$ (26,871 )

$ (12,109 )

Earnings (loss) per share:

Basic

$ (0.05 )

$ (0.15 )

$ (0.07 )

Diluted

$ (0.05 )

$ (0.15 )

$ (0.07 )

Weighted average shares used to compute earnings (loss) per share:

Basic

178,861

177,251

176,620

Diluted

178,861

177,251

176,620

RIBBON COMMUNICATIONS INC.

Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)

Nine months ended

September 30,

2026

2025

Revenue:

Product

$ 284,996

$ 307,027

Service

288,660

310,206

Total revenue

573,656

617,233

Cost of revenue:

Product

178,468

186,676

Service

116,359

115,192

Amortization of acquired technology

13,269

15,722

Total cost of revenue

308,096

317,590

Gross profit

265,560

299,643

Gross margin

46.3 %

48.5 %

Operating expenses:

Research and development

133,727

134,158

Sales and marketing

98,769

97,387

General and administrative

46,854

48,126

Amortization of acquired intangible assets

16,612

18,063

Acquisition-, disposal- and integration-related

4,337

Restructuring and related

7,916

10,193

Total operating expenses

303,878

312,264

Income (loss) from operations

(38,318 )

(12,621 )

Interest expense, net

(31,714 )

(33,083 )

Other (expense) income, net

(619 )

836

Income (loss) before income taxes

(70,651 )

(44,868 )

Income tax benefit (provision)

174

(4,561 )

Net income (loss)

$ (70,477 )

$ (49,429 )

Earnings (loss) per share:

Basic

$ (0.40 )

$ (0.28 )

Diluted

$ (0.40 )

$ (0.28 )

Weighted average shares used to compute earnings (loss) per share:

Basic

177,270

176,366

Diluted

177,270

176,366

RIBBON COMMUNICATIONS INC.

Consolidated Balance Sheets

(in thousands)

(unaudited)

September 30,

December 31,

2026

2025

Assets

Current assets:

Cash and cash equivalents

$ 40,383

$ 96,405

Restricted cash

1,972

1,726

Accounts receivable, net

246,232

231,885

Inventory

86,409

78,806

Other current assets

52,052

45,663

Total current assets

427,048

454,485

Property and equipment, net

58,448

65,559

Intangible assets, net

114,570

143,344

Goodwill

300,892

Deferred income taxes

180,154

174,318

Operating lease right-of-use assets

42,888

46,240

Other assets

26,574

27,417

$ 1,150,574

$ 1,212,255

Liabilities and Stockholders' Equity

Current liabilities:

Current portion of term debt

$ 10,938

$ 8,750

Revolving credit facility

15,000

Accounts payable

94,083

79,840

Accrued expenses and other

78,857

90,759

Operating lease liabilities

11,200

11,699

Warrant liability

Deferred revenue

112,454

124,425

Total current liabilities

322,631

315,473

Long-term debt, net of current

316,937

324,525

Warrant liability

1,919

Operating lease liabilities, net of current

55,609

60,159

Deferred revenue, net of current

36,863

31,654

Deferred income taxes

5,728

Other long-term liabilities

24,088

23,803

Total liabilities

761,856

763,261

Commitments and contingencies

Stockholders' equity:

Common stock

Additional paid-in capital

1,987,542

1,976,958

Accumulated deficit

(1,605,026 )

(1,534,549 )

Accumulated other comprehensive income

6,184

6,567

Total stockholders' equity

388,718

448,994

$ 1,150,574

$ 1,212,255

RIBBON COMMUNICATIONS INC.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Nine months ended

September 30,

2026

2025

Cash flows from operating activities:

Net income (loss)

$ (70,477 )

$ (49,429 )

Adjustments to reconcile net income (loss) to cash flows (used in) provided by operating activities:

Depreciation and amortization of property and equipment

13,343

12,182

Amortization of intangible assets

29,881

33,785

Amortization of debt issuance costs and original issue discount

2,252

2,102

Stock-based compensation

16,498

14,619

Deferred income taxes

(5,985 )

Change in fair value of warrant liability

(1,820 )

(2,811 )

Foreign currency exchange (gains) losses

2,880

1,698

Changes in operating assets and liabilities:

Accounts receivable

(15,255 )

34,258

Inventory

(11,491 )

(382 )

Other operating assets

3,587

822

Accounts payable

16,041

(5,017 )

Accrued expenses and other long-term liabilities

(20,607 )

(15,880 )

Deferred revenue

(6,762 )

(3,840 )

Net cash (used in) provided by operating activities

(47,915 )

22,159

Cash flows from investing activities:

Purchases of property and equipment

(8,464 )

(23,368 )

Purchases of software licenses

(553 )

Net cash (used in) provided by investing activities

(9,017 )

(23,368 )

Cash flows from financing activities:

Borrowings under revolving line of credit

50,000

Principal payments on revolving line of credit

(35,000 )

Principal payments of term debt

(6,562 )

(3,938 )

Payment of debt issuance costs

(977 )

Proceeds from the exercise of stock options

Payment of tax obligations related to vested stock awards and units

(5,090 )

(3,827 )

Repurchase of common stock

(824 )

(5,731 )

Net cash (used in) provided by financing activities

1,547

(13,490 )

Effect of exchange rate changes on cash and cash equivalents

(391 )

987

Net (decrease) increase in cash and cash equivalents

(55,776 )

(13,712 )

Cash, cash equivalents and restricted cash, beginning of year

98,131

90,479

Cash, cash equivalents and restricted cash, end of period

$ 42,355

$ 76,767

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

Nine months ended

September 30,

June 30

September 30,

2026

2025

2026

2025

Stock-based compensation

Cost of revenue - product

$ 35

$ 39

$ 17

$ 117

$ 116

Cost of revenue - service

202

175

152

538

636

Cost of revenue

237

214

169

655

752

Research and development

479

460

398

1,416

1,578

Sales and marketing

1,385

1,103

1,493

3,618

3,732

General and administrative

3,611

3,052

3,784

10,809

8,557

Operating expense

5,475

4,615

5,675

15,843

13,867

Total stock-based compensation

$ 5,712

$ 4,829

$ 5,844

$ 16,498

$ 14,619

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except per share amounts)

(unaudited)

Three months ended

September 30,

June 30

September 30,

2026

2025

GAAP Gross margin

48.2 %

47.0 %

50.1 %

Stock-based compensation

0.1 %

Amortization of acquired technology

2.0 %

2.2 %

2.4 %

Non-GAAP Gross margin

50.3 %

49.3 %

52.6 %

GAAP Net income (loss)

$ (9,117 )

$ (26,871 )

$ (12,109 )

Stock-based compensation

5,712

4,829

5,844

Amortization of intangible assets

9,814

9,849

10,990

Litigation costs

302

952

Acquisition-, disposal- and integration-related

439

Restructuring and related

1,436

4,442

3,506

Preferred stock and warrant liability mark-to-market adjustment

(909 )

325

(1,170 )

Tax effect of non-GAAP adjustments

5,440

2,223

(1,501 )

Non-GAAP Net income (loss)

$ 12,379

$ (4,901 )

$ 6,951

GAAP Diluted earnings (loss) per share

$ (0.05 )

$ (0.15 )

$ (0.07 )

Stock-based compensation

0.03

0.04

Amortization of intangible assets

0.06

0.05

0.06

Litigation costs

0.01

Acquisition-, disposal- and integration-related

Restructuring and related

0.01

0.03

0.02

Preferred stock and warrant liability mark-to-market adjustment

(0.01 )

Tax effect of non-GAAP adjustments

0.03

0.01

(0.01 )

Non-GAAP Diluted earnings (loss) per share

$ 0.07

$ (0.03 )

$ 0.04

Weighted average shares used to compute diluted earnings (loss) per share

used to compute GAAP

diluted earnings

(loss) per share

178,861

177,251

176,620

used to compute Non-GAAP

diluted earnings (loss)

per share

179,550

177,251

181,033

GAAP Income (loss) from operations

$ 5,596

$ (12,219 )

$ 2,763

Depreciation

4,212

4,671

4,425

Stock-based compensation

5,712

4,829

5,844

Amortization of intangible assets

9,814

9,849

10,990

Litigation costs

302

952

Acquisition-, disposal- and integration-related

439

Restructuring and related

1,436

4,442

3,506

Non-GAAP Adjusted EBITDA

$ 26,773

$ 11,874

$ 28,919

* 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)

Nine months ended

September 30,

2026

2025

GAAP Gross Margin

46.3 %

48.5 %

Stock-based compensation

0.1 %

Amortization of acquired technology

2.3 %

2.6 %

Non-GAAP Gross Margin

48.7 %

51.2 %

GAAP Net income (loss)

$ (70,477 )

$ (49,429 )

Stock-based compensation

16,498

14,619

Amortization of intangible assets

29,881

33,785

Litigation costs

1,049

4,066

Acquisition-, disposal- and integration-related

4,337

Restructuring and related

7,916

10,193

Preferred stock and warrant liability mark-to-market adjustment

(1,821 )

(2,811 )

Tax effect of non-GAAP adjustments

16,075

(2,779 )

Non-GAAP Net income (loss)

$ (879 )

$ 11,981

GAAP Diluted earnings (loss) per share

$ (0.40 )

$ (0.28 )

Stock-based compensation

0.09

0.08

Amortization of intangible assets

0.17

0.19

Litigation costs

0.01

0.02

Acquisition-, disposal- and integration-related

0.03

Restructuring and related

0.05

0.06

Preferred stock and warrant liability mark-to-market adjustment

(0.01 )

Tax effect of non-GAAP adjustments

0.09

(0.02 )

Non-GAAP Diluted earnings (loss) per share

$ -

$ 0.07

Weighted average shares used to compute diluted earnings (loss) per share

used to compute GAAP

diluted earnings

(loss) per share

177,270

176,366

Shares used to compute Non-GAAP diluted earnings (loss) per share

177,270

180,512

GAAP Income (loss) from operations

$ (38,318 )

$ (12,621 )

Depreciation

13,343

12,182

Stock-based compensation

16,498

14,619

Amortization of intangible assets

29,881

33,785

Litigation costs

1,049

4,066

Acquisition-, disposal- and integration-related

4,337

Restructuring and related

7,916

10,193

Non-GAAP Adjusted EBITDA

$ 30,369

$ 66,561

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands)

(unaudited)

Trailing Twelve Months

September 30,

June 30

September 30,

2026

2025

GAAP Income (loss) from operations

$ (29,021 )

$ (31,854 )

$ 20,599

Depreciation

17,889

18,102

15,590

Stock-based compensation

21,285

21,417

18,644

Amortization of intangible assets

40,289

41,465

45,570

Litigation costs

2,022

2,971

5,649

Cybersecurity incident

600

Acquisition-, disposal- and integration-related

439

4,337

Restructuring and related

17,381

19,451

11,574

Non-GAAP Adjusted EBITDA

$ 70,445

$ 72,591

$ 121,963

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures - Outlook

(unaudited)

Three months ending

Year ending

December 31, 2026

Midpoint (1)

Range

Midpoint (1)

Range

Revenue ($ millions)

$ 240

+/-$7M

$ 814

+/-$7M

Gross margin:

GAAP outlook

52.1 %

48.0 %

Stock-based compensation

0.1 %

Amortization of acquired technology

1.8 %

2.2 %

Non-GAAP outlook

54.0 %

+/-0.5%

50.3 %

+/-0.2%

Adjusted EBITDA ($ millions):

GAAP income (loss) from operations

$ 20.7

$ (18.8 )

Depreciation

4.6

18.1

Stock-based compensation

5.0

21.0

Amortization of intangible assets

9.8

39.6

Litigation costs

0.4

1.6

Restructuring and related

3.0

12.5

Non-GAAP outlook

$ 43.5

+/-$3.5M

$ 74.0

+/-$3.5M

(1) Q4

2026 and FY 2026 outlook represents the midpoint of the expected ranges

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