What changed in this filing

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Item 1. Financial Statements

2025-10-23 compared with 2025-07-24 · 258 added, 165 removed, 749 unchanged (36% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30,

Current assets:

26 unchanged sentences

Common stock, $ 0.0001 par value per share;

390,000,000 shares authorized at June 30, 2025;

390,000,000 shares authorized at September 30, 2025;

240,000,000 shares authorized at December 31, 2024;

177,156,341 shares issued and outstanding at June 30, 2025;

176,476,492 shares issued and outstanding at September 30, 2025;

175,599,250 shares issued and outstanding at December 31, 2024

10 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Total revenue

22 unchanged sentences

Three months ended

Six months ended

Other comprehensive loss, net of tax:

Nine months ended

September 30,

Other comprehensive (loss) income, net of tax:

Unrealized loss on interest rate swap, net of reclassifications and amortization into earnings

Foreign currency translation adjustments

Other comprehensive loss, net of tax

Other comprehensive (loss) income, net of tax

Comprehensive loss, net of tax

3 unchanged sentences

(in thousands, except shares)

Three months ended June 30, 2025

Three months ended September 30, 2025

comprehensive

1 unchanged sentence

(loss) income

Balances, April 1, 2025

Balances, July 1, 2025

( 1,611,505 )

7 unchanged sentences

Other comprehensive loss

Balances, June 30, 2025

Balances, September 30, 2025

( 1,623,614 )

Six months ended June 30, 2025

Nine months ended September 30, 2025

comprehensive

6 unchanged sentences

Repurchase of common stock

( 1,483,902 )

Vesting of restricted stock awards and units

1 unchanged sentence

Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations

( 1,021,317 )

Stock-based compensation expense

Other comprehensive loss

Balances, June 30, 2025

Balances, September 30, 2025

( 1,623,614 )

See notes to the unaudited condensed consolidated financial statements.

RIBBON COMMUNICATIONS INC.

1 unchanged sentence

(in thousands, except shares)

Three months ended June 30, 2024

Three months ended September 30, 2024

comprehensive

1 unchanged sentence

(loss) income

Balances, April 1, 2024

Balances, July 1, 2024

( 1,567,127 )

Exercise of stock options

Vesting of restricted stock awards and units

2 unchanged sentences

Stock-based compensation expense

Other comprehensive loss

Balances, June 30, 2024

Other comprehensive income

Balances, September 30, 2024

( 1,580,549 )

Six months ended June 30, 2024

Nine months ended September 30, 2024

comprehensive

7 unchanged sentences

Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations

( 1,089,888 )

Stock-based compensation expense

Other comprehensive loss

Balances, June 30, 2024

Balances, September 30, 2024

( 1,580,549 )

3 unchanged sentences

(in thousands)

Six months ended

Nine months ended

September 30,

Cash flows from operating activities:

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

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

Depreciation and amortization of property and equipment

15 unchanged sentences

Deferred revenue

Net cash (used in) provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

21 unchanged sentences

(in thousands)

Six months ended

Nine months ended

September 30,

Supplemental disclosure of cash flow information:

28 unchanged sentences

The Company’s significant accounting policies are disclosed in Note 2 to the Consolidated Financial Statements included in the Annual Report.

There were no material changes to the significant accounting policies during the six months ended June 30, 2025.

There were no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2025.

Principles of Consolidation

15 unchanged sentences

The Company accounts for the factoring of its financial assets as a sale of the assets and records the factoring fees, when incurred, as a component of interest expense in the condensed consolidated statements of operations, and the proceeds from the sales of receivables are included in cash from operating activities in the condensed consolidated statements of cash flows.

Factoring of accounts receivable and associated fees for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

Factoring of accounts receivable and associated fees for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three months ended

Six months ended

Nine months ended

September 30,

Accounts receivable sold

2 unchanged sentences

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (the "FASB") issued ASU 2024-03, Income Statement, Reporting Comprehensive Income:

In September 2025, the Financial Accounting Standards Board (the "FASB") issued ASU 2025-06, Intangibles- Goodwill and Other- Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

To clarify how the accounting guidance applies to both linear and nonlinear software development, this standard removes all references to “developments stages” from ASC 350-40.

ASU 2025-06 will be effective for the Company beginning with its 2028 interim and annual financial statements, with early adoption permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606.

In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

ASU 2025-06 will be effective for the Company beginning with its 2026 interim and annual financial statements, with early adoption permitted.

The Company believes this ASU will have no material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement, Reporting Comprehensive Income:

Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

The objective of this standard is to provide investors with information to better understand a public entity’s performance and prospects for future cash flows, and to compare its performance over time with that of other entities.

The objective of this standard is to provide investors with information to better understand a public entity’s performance and prospects for

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

future cash flows, and to compare its performance over time with that of other entities.

ASU 2024-03 will be effective for the Company beginning with our 2027 annual financial statements and interim financial statements thereafter, with early adoption permitted.

4 unchanged sentences

The Company expects the adoption of the standard will require certain additional income tax disclosure.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(2) EARNINGS (LOSS) PER SHARE

3 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Weighted average shares outstanding—basic

1 unchanged sentence

Weighted average shares outstanding—diluted

Options to purchase the Company’s common stock and unvested restricted and performance-based stock units aggregating 13.6 million and 11.9 million shares were excluded from the computation of diluted loss per share for the three and six months ended June 30, 2025 and 2024, respectively, because their effect would have been antidilutive.

Options to purchase the Company’s common stock and unvested restricted and performance-based stock units aggregating 14.0 million and 8.1 million shares were excluded from the computation of diluted loss per share for the three and nine months ended September 30, 2025 and 2024, respectively, because their effect would have been antidilutive.

On March 28, 2023, the Company issued 55,000 shares of newly designated Series A Preferred Stock (the "Preferred Stock") to investors in a private placement offering at a price of $ 970 per share, along with 4.9 million warrants (the "Warrants") to purchase shares of the Company’s common stock, par value $ 0.0001 per share (the "Private Placement"), at the exercise price of $ 3.77 per share.

1 unchanged sentence

On June 25, 2024, the Company redeemed the Preferred Stock with a portion of the proceeds from its refinancing of the 2020 Credit Facility at a rate of 103 % for a total of approximately $ 63.5 million.

During the six months ended June 30, 2025, 0.2 million Warrants were exercised.

During the nine months ended September 30, 2025, 0.2 million Warrants were exercised.

The remaining Warrants outstanding continue without modification.

See Note 9 for a description of the refinancing of the 2020 Credit Facility.

As of June 30, 2025 and 2024, the potential number of dilutive shares from the Warrants outstanding totaled 4.7 million and 4.9 million shares, respectively.

For the six months ended June 30, 2025, 0.2 million Warrants would have been included in the calculation of diluted loss per share, but had no impact due to the Company’s net loss position.

There was no impact on weighted average shares outstanding from these Warrants for three months ended June 30, 2025 or for the three and six months ended June 30, 2024 as the average market price of the Company’s common stock was below the exercise price of $ 3.77 per share and their effect would have been antidilutive.

Dividends accrued on the Preferred Stock were not an adjustment to net income (loss) used for the calculation of diluted earnings (loss) per share as these dividends were included in the fair value adjustment of the Preferred Stock which was reflected in Other income (expense), net until the redemption of the Preferred Stock on June 25, 2024.

As of September 30, 2025 and 2024, the potential number of dilutive shares from the Warrants outstanding totaled 4.7 million and 4.9 million shares, respectively.

For the three and nine months ended September 30, 2025, 0.2 million of Warrants would have been included in the calculation of diluted loss per share, but had no impact due to the Company’s net loss position.

There was no impact on weighted average shares outstanding from these Warrants for three and nine

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

months ended September 30, 2024 as the average market price of the Company’s common stock was below the exercise price of $ 3.77 per share and their effect would have been antidilutive.

(3) INVENTORY

Inventory at June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

Inventory at September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

September 30,

On-hand assemblies and finished goods inventories

3 unchanged sentences

(4) INTANGIBLE ASSETS AND GOODWILL

The Company’s intangible assets at June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

June 30, 2025

The Company’s intangible assets at September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

September 30, 2025

Developed technology

5 unchanged sentences

Software licenses

Estimated future amortization expense for the Company’s intangible assets at June 30, 2025 was as follows (in thousands):

Years ending December 31,

Remainder of 2025

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

There were no changes to the carrying value of the Company’s goodwill in the six months ended June 30, 2025 and 2024.

The components of goodwill at both June 30, 2025 and 2024 were as follows (in thousands):

Estimated future amortization expense for the Company’s intangible assets at September 30, 2025 was as follows (in thousands):

Years ending December 31,

Remainder of 2025

There were no changes to the carrying value of the Company’s goodwill in the nine months ended September 30, 2025 and 2024.

The components of goodwill at both September 30, 2025 and 2024 were as follows (in thousands):

Accumulated impairment losses

1 unchanged sentence

The carrying amounts of the Company’s cash equivalents, accounts receivable, accounts payable and borrowings under a revolving credit facility in the condensed consolidated balance sheets approximate fair value due to the immediate or short-term nature of these financial instruments.

Ribbon’s term debt balance as of June 30, 2025 and December 31, 2024 of $ 346.5 million and $ 348.3 million, respectively, had a fair value of approximately $ 350.8 million and $ 350.4 million, respectively.

The Company’s Warrant liability had a fair value of $ 6.3 million and $ 8.1 million as of June 30, 2025 and December 31, 2024, respectively.

Ribbon’s term debt balance as of September 30, 2025 and December 31, 2024 of $ 344.3 million and $ 348.3 million, respectively, had a fair value of approximately $ 348.6 million and $ 350.4 million, respectively.

The Company’s Warrant liability had a fair value of $ 5.1 million and $ 8.1 million as of September 30, 2025 and December 31, 2024, respectively.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

4 unchanged sentences

● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

The Company had no assets or liabilities fair valued using Level 1 input at June 30, 2025 or December 31, 2024.

The Company had no assets or liabilities fair valued using Level 1 input at September 30, 2025 or December 31, 2024.

● Level 2 applies to assets or liabilities for which there are inputs that are directly or indirectly observable in the marketplace, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets).

At December 31, 2024, the Company determined the fair value of its defined benefit plans’ assets using Level 2 input.

There were no significant changes to the Company’s defined benefit plans’ assets during the six months ended June 30, 2025 that required the calculation of their fair value as of June 30, 2025.

● Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Level 3 input was used to determine the fair value of the Company’s Warrants at June 30, 2025 and December 31, 2024.

The Company had no transfers between Level 2 and Level 3 fair value measurements during the three and six months ended June 30, 2025 or 2024.

There were no significant changes to the Company’s defined benefit plans’ assets during the nine months ended September 30, 2025 that required the calculation of their fair value as of September 30, 2025.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Level 3 input was used to determine the fair value of the Company’s Warrants at September 30, 2025 and December 31, 2024.

The Company had no transfers between Level 2 and Level 3 fair value measurements during the three and nine months ended September 30, 2025 or 2024.

(6) ACCRUED EXPENSES AND OTHER

Accrued expenses at June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

Accrued expenses at September 30, 2025 and December 31, 2024 consisted of the following (in thousands):

September 30,

Employee compensation and related costs

1 unchanged sentence

Taxes payable

The changes in the Company’s warranty accrual balance in the six months ended June 30, 2025 were as follows (in thousands):

The changes in the Company’s warranty accrual balance in the nine months ended September 30, 2025 were as follows (in thousands):

Balance at January 1, 2025

Current period provisions

Balance at June 30, 2025

At June 30, 2025, the Company’s accrual for product warranties was reflected in its condensed consolidated balance sheet as a current liability in Accrued expenses and other of $ 5.5 million, and as a long-term liability in Other long-term liabilities of $ 7.4 million.

Balance at September 30, 2025

At September 30, 2025, the Company’s accrual for product warranties was reflected in its condensed consolidated balance sheet as a current liability in Accrued expenses and other of $ 5.5 million, and as a long-term liability in Other long-term liabilities of $ 7.5 million.

(8) RESTRUCTURING AND FACILITIES CONSOLIDATION INITIATIVES

The Company recorded restructuring and related expense aggregating $ 1.3 million and $ 1.9 million in the three months ended June 30, 2025 and 2024, respectively and $ 6.7 million and $ 5.0 million in the six months ended June 30, 2025 and 2024, respectively.

The Company recorded restructuring and related expense aggregating $ 3.5 million and $ 3.8 million in the three months ended September 30, 2025 and 2024, respectively, and $ 10.2 million and $ 8.8 million in the nine months ended September 30, 2025 and 2024, respectively.

Restructuring and related expense includes restructuring expense (primarily severance and related costs), estimated future variable and other lease costs for vacated properties with no intent or ability to sublease, and accelerated rent amortization expense.

2 unchanged sentences

The accelerated amortization is recorded as a component of Restructuring and related expense in the Company’s condensed consolidated statements of operations.

Related variable lease expenses will continue to be expensed as incurred through the vacate date, at which time the Company will reassess the liability balance to ensure it appropriately reflects the remaining liability associated with the premises and record a liability for the estimated future variable lease costs.

Accelerated amortization of lease assets is recognized from the date that the Company commences the plan to fully or partially vacate a facility, for which there is no intent or ability to enter into a sublease, through the final vacate date.

Amounts of accelerated rent amortization that are included as a component of restructuring and related expense are excluded from the tables below, as the liability for lease payments for each respective facility is included as a component of Operating lease liabilities in the Company’s condensed consolidated balance sheets at June 30, 2025 and

Related variable lease expenses will continue to be expensed as incurred through the vacate date, at which time the

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

December 31, 2024 (see Note 17).

Company will reassess the liability balance to ensure it appropriately reflects the remaining liability associated with the premises and record a liability for the estimated future variable lease costs.

The Company may incur additional future expense if it is unable to sublease other locations included in the facilities initiative.

The components of restructuring and related expense for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

The components of restructuring and related expense for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three months ended

Six months ended

Nine months ended

September 30,

Severance and related costs

1 unchanged sentence

2025 Restructuring Plan

During the first quarter of 2025, the Company’s President and CEO approved a strategic restructuring program (the "2025 Restructuring Plan") that consists of workforce reductions in certain of the Company’s operating locations to correspond with current sales levels in those areas.

During the first quarter of 2025, the Company’s President and CEO approved a strategic restructuring program (as subsequently amended, the "2025 Restructuring Plan") that consists of workforce reductions in certain of the Company’s operating locations to correspond with current sales levels in those areas.

The 2025 Restructuring Plan was amended in the third quarter of 2025 to reflect an increase in the scope of the proposed reductions.

Any potential positions eliminated in countries outside the United States are subject to local law and consultation requirements.

In connection with the 2025 Restructuring Plan, the Company recorded restructuring and related expense of $ 0.2 million and $ 2.6 in three and six months ended June 30, 2025, respectively, with payments of $ 2.1 million in 2025.

In connection with the 2025 Restructuring Plan, the Company recorded restructuring and related expense of $ 2.5 million and $ 5.1 million in the three and nine months ended September 30, 2025, respectively, with cash payments of $ 3.1 million in the nine months ended September 30, 2025.

2023 Restructuring Plan

2 unchanged sentences

Any potential positions eliminated in countries outside the United States are subject to local law and consultation requirements.

No expense was recorded in the three or six months ended June 30, 2025 related to the 2023 Restructuring Plan.

However, the Company recorded restructuring and related expense, consisting entirely of severance related costs, of $ 0.4 million and $ 2.0 million in the three and six months ended June 30, 2024, respectively.

Changes to accrued restructuring during the six months ended June 30, 2025 and the ending accrual balance as of June 30, 2025 related to the 2023 Restructuring Plan was nominal.

The Company recorded restructuring and related expense of $ 0.1 million in the three and nine months ended September 30, 2025 related to the 2023 Restructuring Plan.

The Company recorded restructuring and related expense, consisting entirely of severance related costs, of $ 0.1 million and $ 2.1 million in the three and nine months ended September 30, 2024, respectively.

Changes to accrued restructuring during the nine months ended September 30, 2025 and the accrued restructuring balance as of September 30, 2025 related to the 2023 Restructuring Plan were nominal.

2022 Restructuring Plan

On February 14, 2022, the Company’s Board of Directors approved a strategic restructuring program (the "2022 Restructuring Plan") to streamline the Company’s operations in order to support the Company’s investment in critical growth areas.

The 2022 Restructuring Plan includes, among other things, charges related to a consolidation of facilities and a workforce reduction.

Any positions eliminated in countries outside the United States are subject to local law and consultation requirements.

The Company recorded restructuring and related expense of $ 1.2 million and $ 1.6 million in the three months ended June 30, 2025 and 2024, respectively, and $ 4.3 million and $ 3.0 million in the six months ended June 30, 2025 and 2024, respectively, in connection with the 2022 Restructuring Plan for variable and other facilities-related costs.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

summary of the 2022 Restructuring Plan accrual activity for the six months ended June 30, 2025 is as follows (in thousands):

June 30, 2025

growth areas.

The 2022 Restructuring Plan includes, among other things, charges related to a consolidation of facilities and a workforce reduction.

Any positions eliminated in countries outside the United States are subject to local law and consultation requirements.

In connection with the 2022 Restructuring Plan, the Company recorded restructuring and related expense for variable and other facilities-related costs of $ 0.9 million and $ 1.5 million in the three months ended September 30, 2025 and 2024, respectively, and $ 5.2 million and $ 4.5 million in the nine months ended September 30, 2025 and 2024, respectively.

A summary of the 2022 Restructuring Plan accrual activity for the nine months ended September 30, 2025 is as follows (in thousands):

September 30, 2025

Variable and other facilities-related costs

Balance Sheet Classification

The current portions of accrued restructuring were $ 0.8 million and $ 1.4 million at June 30, 2025 and December 31, 2024, respectively, and are included as components of Accrued expenses in the condensed consolidated balance sheets.

The current portions of accrued restructuring were $ 2.3 million and $ 1.4 million at September 30, 2025 and December 31, 2024, respectively, and are included as components of Accrued expenses in the condensed consolidated balance sheets.

The long-term portions of accrued restructuring are included as components of Other long-term liabilities in the condensed consolidated balance sheets.

The long-term portions of accrued restructuring were $ 0.6 million and $ 0.8 million at June 30, 2025 and December 31, 2024, respectively.

The long-term portions of accrued restructuring were $ 0.6 million and $ 0.8 million at September 30, 2025 and December 31, 2024, respectively.

2024 Credit Facility

11 unchanged sentences

In connection with the establishment of the 2024 Credit Facility, $ 7.7 million of original issue discount was withheld by the Lenders, and the Company incurred $ 6.3 million of debt issuance costs for a total of $ 14.0 million that is being amortized to Interest expense, net over the term of the 2024 Credit Facility.

The 2024 Credit Facility requires compliance with a Maximum Consolidated Net Leverage Ratio (the "Financial Covenant"), as defined in the 2024 Credit Facility, which is tested on a quarterly basis.

The Company was in compliance with the Financial Covenant as of June 30, 2025 and December 31, 2024.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The 2024 Credit Facility requires compliance with a Maximum Consolidated Net Leverage Ratio (the "Financial Covenant"), as defined in the 2024 Credit Facility, which is tested on a quarterly basis.

The Company was in compliance with the Financial Covenant as of September 30, 2025 and December 31, 2024.

The indebtedness and other obligations under the 2024 Credit Facility are irrevocably and unconditionally guaranteed on a joint and several basis by the Company and its subsidiaries (together, the "Guarantors").

11 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Continued)

The Company had the following outstanding borrowings, unamortized debt issuance costs and original issue discount, letters of credit, interest rates, and remaining borrowing capacity under the 2024 Credit Facility as of June 30, 2025 and December 31, 2024:

September 30,

Current portion of Term Debt

10 unchanged sentences

Average Interest Rates:

The Company’s debt maturities as of June 30, 2025 were as follows:

The Company’s debt maturities as of September 30, 2025 were as follows:

Years ending December 31,

2 unchanged sentences

In the course of its business, the Company uses letters of credit, bank guarantees, and surety bonds (collectively, "Guarantees").

The Company had $ 9.9 million and $ 10.9 million of Guarantees under various uncommitted facilities as of June 30, 2025 and December 31, 2024, respectively.

The Company had no letters of credit outstanding under the 2024 Credit Facility as of June 30, 2025 or December 31, 2024.

At June 30, 2025 and December 31, 2024, the Company had cash collateral of $ 1.8 million and $ 2.7 million supporting the Guarantees, respectively, which are reported as Restricted cash in the Company’s condensed consolidated balance sheets.

The Company had $ 11.1 million and $ 10.9 million of Guarantees under various uncommitted facilities as of September 30, 2025 and December 31, 2024, respectively.

The Company had no letters of credit outstanding under the 2024 Credit Facility as of September 30, 2025 or December 31, 2024.

At September 30, 2025 and December 31, 2024, the Company had cash collateral of $ 2.0 million and $ 2.7 million supporting the Guarantees, respectively, which are reported as Restricted cash in the Company’s condensed consolidated balance sheets.

(10) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

16 unchanged sentences

Cash Flow Hedge of Interest Rate Risk

The 2024 Term Loan Facility had outstanding balances of $ 346.5 million and $ 348.3 million at June 30, 2025 and December 31, 2024, respectively.

The 2024 Revolving Credit Facility was undrawn at June 30, 2025 and December 31, 2024.

The 2024 Term Loan Facility had outstanding balances of $ 344.3 million and $ 348.3 million at September 30, 2025 and December 31, 2024, respectively.

The 2024 Revolving Credit Facility was undrawn at September 30, 2025 and December 31, 2024.

Borrowings under the 2024 Credit Facility and the 2020 Credit Facility have variable interest rates based on SOFR (see Note 9).

1 unchanged sentence

In two separate transactions during 2022, the Company sold a total of $ 60 million of the notional amount of its interest rate swap back to its counterparty for $ 3.1 million, reducing the notional amount of this swap to $ 340 million.

The gain in Accumulated other comprehensive (loss) income related to these sales totaled $ 3.1 million and was being released into earnings on a straight-line basis over the remaining term of the 2020 Credit Facility as a decrease to interest expense, the amortization of which totaled $ 0.2 million and $ 0.4 million in three and six months ended June 30, 2024, respectively.

The remaining unamortized gain in Accumulated other comprehensive (loss) income of approximately $ 0.5 million was written off to interest expense in conjunction with the refinancing of the 2020 Credit Facility on June 21, 2024.

1 unchanged sentence

The portion of the gain in Accumulated other comprehensive (loss) income related to the term loan debt prepaid on the date of the final sale of the swap totaled $ 7.3 million and was released into earnings immediately as Other expense, net.

The portion of the gain in Accumulated other comprehensive (loss) income related to the remaining term loan debt balance totaled $ 12.0 million and was being released into earnings on a straight-line basis over the remaining term of the 2020 Credit Facility as a decrease to interest expense beginning in the second quarter of 2023, the amortization of which was $ 1.4 million and $ 3.0 million for three and six months ended June 30, 2024, respectively.

The remaining unamortized gain in Accumulated other comprehensive (loss) income of $ 4.4 million was written off to interest expense in conjunction with the refinancing of the 2020 Credit Facility on June 21, 2024.

8 unchanged sentences

Amounts reported in Accumulated other comprehensive income related to the Company’s derivative are reclassified to interest expense as interest is accrued on the Company’s variable-rate debt.

The impact of the Company’s derivative financial instrument on its condensed consolidated statements of comprehensive (loss) income for three and six months ended June 30, 2024 was a reclassification of $ 4.7 million and $ 6.0 million, respectively, to increase interest expense.

The Company had no derivative assets or liabilities at June 30, 2025 or December 31, 2024.

The impact of the Company’s derivative financial instrument on its condensed consolidated statements of comprehensive (loss) income for the nine months ended September 30, 2024 was a reclassification of $ 6.0 million to increase interest expense.

The Company had no derivative assets or liabilities at September 30, 2025 or December 31, 2024.

(11) PREFERRED STOCK AND WARRANTS

1 unchanged sentence

On June 25, 2024, the Company redeemed the Preferred Stock with a portion of the proceeds from the refinancing of the 2020 Credit Facility at a rate of 103 % for a total of approximately $ 63.5 million.

During six months ended June 30, 2025, 0.2 million Warrants were exercised.

During the nine months ended September 30, 2025, 0.2 million Warrants were exercised.

The remaining Warrants outstanding continue without modification.

6 unchanged sentences

The Company determined the fair value of the Warrants using Level 3 input.

The key assumptions into the model utilized were as follows as of June 30, 2025 and December 31, 2024:

The key assumptions into the model utilized were as follows as of September 30, 2025 and December 31, 2024:

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

September 30,

Risk-free rate

2 unchanged sentences

Fair value of Warrant per share

The changes in the Company’s Preferred Stock liabilities for the six months ended June 30, 2024 were as follows (in thousands):

The changes in the Company’s Preferred Stock liabilities for the nine months ended September 30, 2024 were as follows (in thousands):

Preferred stock

4 unchanged sentences

Redemption (June 25, 2024)

Balance at June 30, 2024

The changes in the Company’s Warrant liabilities for the six months ended June 30, 2025 and 2024 were as follows (in thousands):

Six months ended June 30,

Balance at September 30, 2024

The changes in the Company’s Warrant liabilities for the nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Nine months ended September 30,

Balance at beginning of year

16 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Continued)

During the six months ended June 30, 2025, 176,658 of the Warrants were exercised in cashless exercises, resulting in the issuance of 32,573 of the Company’s common stock at a weighted average fair value of $ 4.62 per share.

There were 4,681,432 remaining Warrants outstanding as of June 30, 2025.

During the nine months ended September 30, 2025, 176,658 of the Warrants were exercised in cashless exercises, resulting in the issuance of 32,573 of the Company’s common stock at a weighted average fair value of $ 4.62 per share.

There were 4,681,432 remaining Warrants outstanding as of September 30, 2025.

(12) REVENUE RECOGNITION

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However, if a contract includes a significant financing component, the transaction price is adjusted for the time value of money.

For the three and six months ended June 30, 2025, the impact of financing components was immaterial.

For the three and nine months ended September 30, 2025, the impact of financing components was immaterial.

Amounts billed to customers for sales and other taxes are excluded from the transaction price.

45 unchanged sentences

The Company disaggregates its revenue from contracts with customers based on the nature of the products and services and the geographic regions in which each customer is domiciled.

The Company’s total revenue for three and six months ended June 30, 2025 and 2024 was disaggregated geographically as follows:

The Company’s total revenue for three and nine months ended September 30, 2025 and 2024 was disaggregated geographically as follows:

Service revenue

1 unchanged sentence

(professional

Three months ended June 30, 2025

Three months ended September 30, 2025

(maintenance)

5 unchanged sentences

(professional

Three months ended June 30, 2024

Three months ended September 30, 2024

(maintenance)

5 unchanged sentences

(professional

Six months ended June 30, 2025

Nine months ended September 30, 2025

(maintenance)

5 unchanged sentences

(professional

Six months ended June 30, 2024

Nine months ended September 30, 2024

(maintenance)

2 unchanged sentences

Europe, Middle East and Africa

The Company’s product revenue from its direct sales program and from indirect sales through its channel partner program for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):

The Company’s product revenue from its direct sales program and from indirect sales through its channel partner program for the three and nine months ended September 30, 2025 and 2024 was as follows (in thousands):

Three months ended

Six months ended

Nine months ended

September 30,

Indirect sales through channel partner program

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Notes to Condensed Consolidated Financial Statements (Continued)

The Company’s product revenue from sales to enterprise customers and from sales to service provider customers for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):

The Company’s product revenue from sales to enterprise customers and from sales to service provider customers for the three and nine months ended September 30, 2025 and 2024 was as follows (in thousands):

Three months ended

Six months ended

Nine months ended

September 30,

Sales to enterprise customers

Sales to service provider customers

The Company’s product revenue and service revenue components by segment for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

The Company’s product revenue and service revenue components by segment for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three months ended

Six months ended

Nine months ended

September 30,

Product revenue:

17 unchanged sentences

These assets and liabilities are reported in the Company’s condensed consolidated balance sheets on a contract-by-contract basis as of the end of each reporting period.

Changes in the contract asset and liability balances during the six months ended June 30, 2025 were not materially impacted by any factors other than billing and revenue recognition.

Changes in the contract asset and liability balances during the nine months ended September 30, 2025 were not materially impacted by any factors other than billing and revenue recognition.

Nearly all of the Company’s deferred revenue balance is related to services revenue, primarily customer support contracts.

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Unbilled receivables that are anticipated to be invoiced in the next twelve months are included in Accounts receivable on the Company’s condensed consolidated balance sheets.

The changes in the Company’s accounts receivable, unbilled receivables and deferred revenue balances for the six months ended June 30, 2025 were as follows (in thousands):

The changes in the Company’s accounts receivable, unbilled receivables and deferred revenue balances for the nine months ended September 30, 2025 were as follows (in thousands):

Balance at January 1, 2025

Increase (decrease), net

Balance at June 30, 2025

The Company recognized approximately $ 75 million of revenue in the six months ended June 30, 2025 that was recorded as deferred revenue at December 31, 2024 and approximately $ 78 million of revenue in the six months ended June 30, 2024 that was recorded as deferred revenue at December 31, 2023.

Of the Company’s deferred revenue reported as long-term in its condensed consolidated balance sheet at June 30, 2025, the Company expects that approximately $ 10 million will be recognized as revenue in 2026 , approximately $ 9 million will be recognized as revenue in 2027 and approximately $ 13 million will be recognized as revenue in 2028 and beyond.

Balance at September 30, 2025

The Company recognized approximately $ 96 million of revenue in the nine months ended September 30, 2025 that was recorded as deferred revenue at December 31, 2024 and approximately $ 95 million of revenue in the nine months ended September 30, 2024 that was recorded as deferred revenue at December 31, 2023.

Of the Company’s deferred revenue reported as long-term in its condensed consolidated balance sheet at September 30, 2025, the Company expects that approximately $ 10 million will be recognized as revenue in 2026 , approximately $ 8 million will be recognized as revenue in 2027 and approximately $ 12 million will be recognized as revenue in 2028 and beyond.

The Company applies the optional exemption of not disclosing the transaction price allocated to the remaining performance obligation for its contracts with an original duration of less than one year.

In 2024, the Company entered into a contract with an existing customer that has revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods of approximately $ 235 million and $ 285 million as of June 30, 2025 and December 31, 2024, respectively.

In 2024, the Company entered into a contract with an existing customer that has revenue allocated to remaining performance obligations, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods of approximately $ 204 million and $ 285 million as of September 30, 2025 and December 31, 2024, respectively.

At this time, the Company expects to recognize the majority of the revenue related to this contract in the years 2025 through 2028.

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These costs have been deferred on our condensed consolidated balance sheet and are being amortized over the expected life of the customer contract, which is generally five years .

At June 30, 2025 and December 31, 2024, the Company had $ 2.2 million and $ 2.8 million of deferred sales commissions capitalized, respectively.

At September 30, 2025 and December 31, 2024, the Company had $ 2.1 million and $ 2.8 million of deferred sales commissions capitalized, respectively.

(13) OPERATING SEGMENT INFORMATION

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The Cloud and Edge segment provides secure and reliable software and hardware products, solutions and services for enabling Voice over Internet Protocol ("VoIP") communications, Voice over Long-Term Evolution ("VoLTE") and Voice Over 5G ("VoNR") communications, and Unified Communications and Collaboration ("UC&C") within service provider and enterprise networks and from the cloud.

The Cloud and Edge products are increasingly software-centric and cloud-native for deployment on private, public or hybrid cloud infrastructures, in data centers, on enterprise premises

The Cloud and Edge products are increasingly software-centric and

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

and within service provider networks.

cloud-native for deployment on private, public or hybrid cloud infrastructures, in data centers, on enterprise premises and within service provider networks.

Ribbon's Cloud and Edge product portfolio consists primarily of its Session Border Controller ("SBC") products and its Network Transformation products.

10 unchanged sentences

See below for a reconciliation of segment adjusted gross profit to gross profit and loss before income taxes.

The tables below present significant segment expenses regularly reviewed by the CODM for the three and six months ended June 30, 2025 and 2024 (in thousands):

The tables below present significant segment expenses regularly reviewed by the CODM for the three and nine months ended September 30, 2025 and 2024 (in thousands):

RIBBON COMMUNICATIONS INC.

1 unchanged sentence

Three months ended

Six months ended

Nine months ended

September 30,

Segment revenue:

2 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Segment adjusted gross profit:

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Three months ended

Six months ended

Nine months ended

September 30,

Segment depreciation expense:

2 unchanged sentences

Depreciation expense

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(14) MAJOR CUSTOMERS

The following customer contributed 10% or more of the Company’s revenue in the three and six months ended June 30, 2025 and 2024:

The following customers contributed 10% or more of the Company’s revenue in the three and nine months ended September 30, 2025 and 2024:

Three months ended

Six months ended

Nine months ended

September 30,

Verizon Communications Inc.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

At June 30, 2025 and December 31, 2024, no customer accounted for 10% or more of the Company’s accounts receivable balance.

Bharti Telecom Limited

* Less than 10% of total revenue

At September 30, 2025 and December 31, 2024, no customer accounted for 10% or more of the Company’s accounts receivable balance.

The Company performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable.

3 unchanged sentences

Commencing on June 5, 2025 and continuing through December 31, 2027, the Repurchase Program is being funded with cash on hand or cash generated from operations.

During the quarter ended June 30, 2025, the Company used $ 2.3 million, including transaction fees, to repurchase and retire 0.6 million shares of its common stock under the Repurchase Program, with $ 47.7 million remaining for future repurchases as of June 30, 2025.

During the three and nine months ended September 30, 2025, the Company used $ 3.5 million and $ 5.7 million, respectively, including transaction fees, to repurchase and retire 0.9 million and 1.5 million shares of its common stock, respectively, under the Repurchase Program, with $ 44.3 million remaining for future repurchases as of September 30, 2025.

(16) STOCK-BASED COMPENSATION PLANS

5 unchanged sentences

In addition to granting RSAs and RSUs to its executives and certain of its employees, the Company also grants PSUs to certain of its executives and certain other employees.

Vesting periods for RSAs, RSUs, and PSUs granted range from one to three years .

Vesting periods for RSAs, RSUs, and PSUs granted range

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

from one to three years .

PSUs granted consist of 60 % that have both performance and service conditions (the "Performance PSUs") and 40 % that have both market and service conditions (the "Market PSUs").

3 unchanged sentences

Shares subject to PSUs that fail to be earned will be forfeited.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Restricted Stock Units

The activity related to the Company’s RSUs for the six months ended June 30, 2025 was as follows:

The activity related to the Company’s RSUs for the nine months ended September 30, 2025 was as follows:

Unvested balance at January 1, 2025

( 2,922,214 )

Unvested balance at June 30, 2025

The total grant date fair value of shares of restricted stock underlying RSUs that vested during the six months ended June 30, 2025 was $ 8.1 million.

Unvested balance at September 30, 2025

The total grant date fair value of shares of restricted stock underlying RSUs that vested during the nine months ended September 30, 2025 was $ 9.0 million.

Performance-Based Stock Units

The activity related to the Company’s PSUs for the six months ended June 30, 2025 was as follows:

The activity related to the Company’s PSUs for the nine months ended September 30, 2025 was as follows:

Unvested balance at January 1, 2025

Unvested balance at June 30, 2025

The total grant date fair value of shares of restricted stock underlying PSUs that vested during the six months ended June 30, 2025 was $ 1.4 million.

Unvested balance at September 30, 2025

The total grant date fair value of shares of restricted stock underlying PSUs that vested during the nine months ended September 30, 2025 was $ 1.5 million.

RIBBON COMMUNICATIONS INC.

1 unchanged sentence

Stock-Based Compensation

The condensed consolidated statements of operations include stock-based compensation for the three and six months ended June 30, 2025 and 2024 as follows (in thousands):

The condensed consolidated statements of operations include stock-based compensation for the three and nine months ended September 30, 2025 and 2024 as follows (in thousands):

Three months ended

Six months ended

Nine months ended

September 30,

Product cost of revenue

3 unchanged sentences

General and administrative

At June 30, 2025, there was $ 34.8 million, net of expected forfeitures, of unrecognized stock-based compensation expense related to unvested RSUs and PSUs.

At September 30, 2025, there was $ 32.8 million, net of expected forfeitures, of unrecognized stock-based compensation expense related to unvested RSUs and PSUs.

This expense is expected to be recognized over a weighted average period of approximately two years .

10 unchanged sentences

The measurement of the right-of-use asset also includes any lease payments made prior to the commencement date (excluding any lease incentives) and initial direct costs incurred.

The Company assessed its right-of-use assets for impairment as of June 30, 2025 and December 31, 2024 and determined no impairment has occurred.

The Company assessed its right-of-use assets for impairment as of September 30, 2025 and December 31, 2024 and determined no impairment has occurred.

Lease terms may include options to extend or terminate the lease and the Company incorporates such options in the lease term when it has the unilateral right to make such an election and it is reasonably certain that the Company will exercise that option.

9 unchanged sentences

Accordingly, the Company may accelerate the amortization of those lease assets through the planned cease-use date of each facility, resulting in additional amortization expense.

No such accelerated amortization was recorded in the three and six months ended June 30, 2025 or 2024.

The Company did no t record estimated future variable lease costs in the three and six months ended June 30, 2025 or 2024 related to the 2022 Restructuring Plan.

No such accelerated amortization was recorded in the three and nine months ended September 30, 2025 or 2024.

The Company did no t record estimated future variable lease costs in the three and nine months ended September 30, 2025 or 2024 related to the 2022 Restructuring Plan.

All incremental accelerated amortization and accruals for estimated future variable costs are included in Restructuring and related expense in the Company’s condensed consolidated statements of operations.

At June 30, 2025 and December 31, 2024, the Company had accruals of $ 0.9 million and $ 1.1 million, respectively, for all future anticipated variable lease costs related to these facilities.

At September 30, 2025 and December 31, 2024, the Company had accruals of $ 0.9 million and $ 1.1 million, respectively, for all future anticipated variable lease costs related to these facilities.

The Company may incur additional future expense if it is unable to sublease other locations included in the facilities initiative.

The Company leases its corporate offices and other facilities under operating leases, which expire at various times through 2036.

The Company’s right-of-use lease assets and lease liabilities at June 30, 2025 and December 31, 2024 were as follows (in thousands):

The Company’s right-of-use lease assets and lease liabilities at September 30, 2025 and December 31, 2024 were as follows (in thousands):

September 30,

Classification

6 unchanged sentences

Total Operating lease liabilities

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The components of lease expense for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

The components of lease expense for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three months ended

Six months ended

Nine months ended

September 30,

Operating lease cost*

3 unchanged sentences

Net lease cost

No accelerated amortization was recorded in the three and six months ended June 30, 2025 or 2024.

No variable lease costs were accrued in the three and six months ended June 30, 2025 or 2024 for future estimated variable expenses related to certain assets partially or fully vacated with no intent or ability to sublease.

Cash flows related to the Company’s leases included in the measurement of operating lease liabilities were classified as operating cash flows and totaled $ 7.7 million and $ 9.4 million in the six months ended June 30, 2025 and 2024, respectively.

The Company’s non-cash investing and financing activities in the six months ended June 30, 2025 and 2024 related to the addition of operating leases resulted in right-of-use assets (“ROUs”) obtained in exchange for lease obligations of $ 17.3 million and $ 1.6 million, respectively, and operating lease liabilities recorded of $ 28.0 million and $ 1.6 million, respectively.

Other information related to the Company’s leases as of June 30, 2025 and December 31, 2024 was as follows (in thousands):

No accelerated amortization was recorded in the three and nine months ended September 30, 2025 or 2024.

No variable lease costs were expensed in the three and nine months ended September 30, 2025 or 2024 for future estimated variable expenses related to certain assets partially or fully vacated with no intent or ability to sublease.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Cash flows related to the Company’s leases included in the measurement of operating lease liabilities were classified as operating cash flows and totaled $ 12.0 million and $ 14.0 million in the nine months ended September 30, 2025 and 2024, respectively.

The Company’s non-cash investing and financing activities in the nine months ended September 30, 2025 and 2024 related to the addition of operating leases resulted in right-of-use assets (“ROUs”) obtained in exchange for lease obligations of $ 20.3 million and $ 2.1 million, respectively, and operating lease liabilities recorded of $ 31.0 million and $ 2.1 million, respectively.

Other information related to the Company’s leases as of September 30, 2025 and December 31, 2024 was as follows (in thousands):

September 30,

Weighted average remaining lease term (years):

2 unchanged sentences

Operating leases

Future minimum fixed lease payments under noncancelable leases at June 30, 2025 were as follows (in thousands):

Future minimum fixed lease payments under noncancelable leases at September 30, 2025 were as follows (in thousands):

Remainder of 2025

2 unchanged sentences

Present value of lease liabilities

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(18) INCOME TAXES

The Company recorded income tax provisions of $ 1.4 million and $ 4.9 million in the six months ended June 30, 2025 and 2024, respectively.

The Company recorded income tax provisions of $ 4.6 million and $ 6.5 million in the nine months ended September 30, 2025 and 2024, respectively.

These amounts reflect the Company’s estimates of the effective rates expected to be applicable for the respective full years, adjusted for any discrete events, which are recorded in the period in which they occur.

2 unchanged sentences

The Company intends to continue to maintain a valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of the respective allowances.

The One Big Beautiful Bill Act (the "Act") was signed into law on July 4, 2025.

The Act reinstates bonus depreciation, allows for full expensing of R&D expenses, and increases the limitation of interest deductibility for 2025, amongst many other provisions.

Since the Act became law during the third quarter of 2025, we accounted for the effects of the Act on our tax provision in the three months ended September 30, 2025.

The most significant impact of the Act for us is the ability to deduct the unamortized balance of capitalized R&D costs.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(19) RELATED PARTIES

The Company recognized revenue from its largest stockholder of $ 1.3 million and $ 1.5 million in the three months ended June 30, 2025 and 2024, respectively, and $ 3.0 million in both the six months ended June 30, 2025 and 2024.

Also, the Company’s accounts receivable from its largest stockholder totaled $ 3.8 million and $ 5.5 million as of June 30, 2025 and December 31, 2024, respectively.

The Company recognized revenue from its largest stockholder of $ 1.0 million and $ 1.4 million in the three months ended September 30, 2025 and 2024, respectively, and $ 4.0 million and $ 4.4 million in the nine months ended September 30, 2025 and 2024, respectively.

Also, the Company’s accounts receivable from its largest stockholder totaled $ 3.8 million and $ 5.5 million as of September 30, 2025 and December 31, 2024, respectively.

In addition, certain related party stockholders participated in the Private Placement described in Note 11.

8 unchanged sentences

For grants approved in 2024 and thereafter, interest is calculated based on SOFR.

At June 30, 2025, the Company had $ 1.3 million of unpaid royalties accrued.

The Company’s maximum possible future royalties commitment at June 30, 2025 of $ 12.8 million, including interest of $ 0.8 million, was based upon estimates of future sales of product and services and the grants received from the IIA not yet repaid.

At September 30, 2025, the Company had $ 2.0 million of unpaid royalties accrued.

The Company’s maximum possible future royalties commitment at September 30, 2025 of $ 13.0 million, including interest of $ 0.9 million, was based upon estimates of future sales of product and services and the grants received from the IIA not yet repaid.

The Company is often a party to disputes and legal proceedings that it considers routine and incidental to its business, including those described below.

5 unchanged sentences

On September 19, 2022, Charter Communications Operating, LLC (“Charter”) filed two complaints against two of our subsidiaries (Sonus Networks, Inc.

and Ribbon Communications Operating Company, Inc.) alleging breach of contract with respect to indemnification obligations purportedly owed to Charter in

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

connection with Charter’s legal dispute with Sprint Communications Company L.P., which was settled by Charter in March 2022.

and Ribbon Communications Operating Company, Inc.) alleging breach of contract with respect to indemnification obligations purportedly owed to Charter in connection with Charter’s legal dispute with Sprint Communications Company L.P., which was settled by Charter in March 2022.

One complaint was filed in the Supreme Court of the State of New York, in New York County;

4 unchanged sentences

The Delaware court’s ruling ended the case in Delaware at the trial level.

Charter has appealed the Delaware court’s ruling and briefing on the appeal is underway.

Charter has appealed the

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Delaware court’s ruling and oral argument on the appeals is scheduled for December 10, 2025.

Discovery remains on-going in the New York case.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements