Ribbon Communications Inc. 10-Q

Item 5. Other Information During the three months ended March 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933). During the three months ended March 31, 2025, the Company did not adopt, terminate or modify a Rule 10b5-1 trading arrangement. ​ ​ 49 Table of Contents Item 6. E xhibits ​ ​ ​ ​ ​ Exhibit No. Description 2.1 ​ ​ Agreement and Plan of Merger, dated as of November 14, 2019, by and among the Registrant, Ribbon Communications Israel Ltd., Eclipse Communications Ltd., ECI Telecom Group Ltd. and ECI Holding (Hungary) Korlátolt Felelősségű Társág (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed November 14, 2019 with the SEC). 2.2 ​ ​ Amended and Restated Purchase Agreement, dated December 1, 2020, among Ribbon Communications Inc., Ribbon Communications Operating Company, Inc., Ribbon Communications International Limited and American Virtual Cloud Technologies, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed December 7, 2020 with the SEC). 3.1 ​ ​ Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K12B, filed October 30, 2017 with the SEC). 3.2 ​ ​ Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed November 28, 2017 with the SEC). 3.3 ​ ​ Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed March 30, 2023 with the SEC). 3.4 ​ ​ Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed August 4, 2023 with the SEC). 3.5 ​ ​ Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K, filed March 8, 2018 with the SEC). 4.1 ​ ​ Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed March 30, 2023 with the SEC). 31.1 * ​ Certificate of Ribbon Communications Inc. Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * ​ Certificate of Ribbon Communications Inc. Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 # ​ Certificate of Ribbon Communications Inc. Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 # ​ Certificate of Ribbon Communications Inc. Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS * ​ Inline XBRL Instance Document 101.SCH * ​ Inline XBRL Taxonomy Extension Schema 101.CAL * ​ Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF * ​ Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB * ​ Inline XBRL Taxonomy Extension Label Linkbase 101.PRE * ​ Inline XBRL Taxonomy Extension Presentation Linkbase 104 * ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ​ * Filed herewith. # Furnished herewith. 50 Table of Contents SIGNATURES 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, thereunto duly authorized. ​ ​ ​ ​ RIBBON COMMUNICATIONS INC. ​ ​ ​ ​ ​ By: /s/ John Townsend ​ ​ John Townsend ​ ​ Executive Vice President and Chief Financial Officer ​ ​ (Principal Financial Officer) ​ ​ Date: April 30, 2025 ​ 51