What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-06 compared with 2025-10-23 · 242 added, 442 removed, 565 unchanged (55% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

September 30,

Current assets:

14 unchanged sentences

Operating lease liabilities

Warrant liability

Deferred revenue

10 unchanged sentences

Common stock, $ 0.0001 par value per share;

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

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

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

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

390,000,000 shares authorized;

175,507,629 and 175,776,074 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively.

Additional paid-in capital

9 unchanged sentences

Three months ended

Nine months ended

September 30,

Total revenue

7 unchanged sentences

Amortization of acquired intangible assets

Acquisition-, disposal- and integration-related

Restructuring and related

Total operating expenses

Income (loss) from operations

Loss from operations

Interest expense, net

Other (expense) income, net

Other income, net

Loss before income taxes

Income tax provision

Income tax benefit

Loss per share:

5 unchanged sentences

Three months ended

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

Other comprehensive loss, net of tax:

Unrealized loss on cash flow hedges, net of reclassifications into earnings

Foreign currency translation adjustments

Other comprehensive (loss) income, net of tax

Other comprehensive loss, net of tax

Comprehensive loss, net of tax

3 unchanged sentences

(in thousands, except shares)

Three months ended September 30, 2025

comprehensive

stockholders'

(loss) income

Balances, July 1, 2025

( 1,611,505 )

Exercise of stock options

Exercise of warrants

Repurchase of common stock

Vesting of restricted stock awards and units

Vesting of performance-based stock units

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

Stock-based compensation expense

Other comprehensive loss

Balances, September 30, 2025

( 1,623,614 )

Nine months ended September 30, 2025

Three months ended March 31, 2026

comprehensive

3 unchanged sentences

( 1,534,549 )

Exercise of stock options

Exercise of warrants

Repurchase of common stock

( 1,483,902 )

Vesting of restricted stock awards and units

Vesting of performance-based stock units

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, September 30, 2025

( 1,623,614 )

See notes to the unaudited condensed consolidated financial statements.

RIBBON COMMUNICATIONS INC.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except shares)

Three months ended September 30, 2024

comprehensive

stockholders'

(loss) income

Balances, July 1, 2024

( 1,567,127 )

Exercise of stock options

Vesting of restricted stock awards and units

Vesting of performance-based stock units

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

Stock-based compensation expense

Other comprehensive income

Balances, September 30, 2024

Balances, March 31, 2026

( 1,569,038 )

Nine months ended September 30, 2024

Three months ended March 31, 2025

comprehensive

4 unchanged sentences

Exercise of stock options

Exercise of warrants

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

( 1,089,888 )

Stock-based compensation expense

Other comprehensive loss

Balances, September 30, 2024

Balances, March 31, 2025

( 1,600,412 )

3 unchanged sentences

(in thousands)

Nine months ended

September 30,

Three months ended

Cash flows from operating activities:

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

Adjustments to reconcile net loss to cash flows used in operating activities:

Depreciation and amortization of property and equipment

1 unchanged sentence

Amortization of debt issuance costs and original issue discount

Amortization of accumulated other comprehensive gain related to interest rate swap

Stock-based compensation

1 unchanged sentence

Change in fair value of warrant liability

Change in fair value of preferred stock liability

Dividends accrued on preferred stock liability

Payment of dividends accrued on preferred stock liability

Foreign currency exchange losses

Foreign currency exchange losses (gains)

Changes in operating assets and liabilities:

4 unchanged sentences

Deferred revenue

Net cash provided by (used in) operating activities

Net cash used in operating activities

Cash flows from investing activities:

Purchases of property and equipment

Purchases of software licenses

Net cash used in investing activities

Cash flows from financing activities:

Borrowings under revolving line of credit

Principal payments on revolving line of credit

Proceeds from issuance of term debt

Principal payments of term debt

Payment of debt issuance costs

Payment of preferred stock liability

Proceeds from the exercise of stock options

1 unchanged sentence

Repurchase of common stock

Net cash (used in) provided by financing activities

Net cash used in financing activities

Effect of exchange rate changes on cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash, cash equivalents and restricted cash, beginning of year

4 unchanged sentences

(in thousands)

Nine months ended

September 30,

Three months ended

Supplemental disclosure of cash flow information:

5 unchanged sentences

Inventory transfers to property and equipment

Software licenses purchased, but not yet paid

Supplemental disclosure of non-cash financing activities:

8 unchanged sentences

The Company provides a broad range of software and high-performance hardware products, network solutions, and services that enable the secure delivery of data and voice communications, and high-bandwidth networking and connectivity for residential consumers and for small, medium, and large enterprises and industry verticals such as finance, education, government, utilities, and transportation.

Ribbon’s mission is to create a recognized global technology leader providing cloud-centric solutions that enable the secure exchange of information, with unparalleled scale, performance, and elasticity.

The Company is headquartered in Plano, Texas, and has a global presence with research and development, or sales and support locations in over thirty countries around the world.

Ribbon’s mission is to create a recognized global technology leader that provides network solutions that are scalable, elastic and cloud-centric, enabling the secure exchange of information.

The Company is at the intersection of the adoption of Artificial Intelligence (“AI”) by service providers and enterprises addressing the rapid growth in fiber connectivity and integration of voice capabilities into Agentic AI platforms.

The Company is headquartered in Plano, Texas, and has a global presence with research and development, or sales and support locations in over 30 countries around the world.

Basis of Presentation

9 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 Company’s significant accounting policies during the nine months ended September 30, 2025.

There were no material changes to the Company’s significant accounting policies during the three months ended March 31, 2026.

Principles of Consolidation

3 unchanged sentences

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods.

Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements include revenue recognition for arrangements that contain multiple performance obligations, inventory valuations, assumptions used to determine the fair value of stock-based compensation and the Preferred Stock and Warrants, intangible asset and

Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements include

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

goodwill valuations, including impairments, warranty accruals, legal contingencies and recoverability of Ribbon’s net deferred tax assets and the related valuation allowances.

revenue recognition for arrangements that contain multiple performance obligations, inventory valuations, assumptions used to determine the fair value of stock-based compensation and warrants, intangible asset and goodwill valuations, including impairments, warranty accruals, legal contingencies and recoverability of Ribbon’s net deferred tax assets and the related valuation allowances.

Ribbon regularly assesses these estimates and records changes in estimates in the period in which they become known.

6 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 nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Factoring of accounts receivable and associated fees for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three months ended

Nine months ended

September 30,

Accounts receivable sold

2 unchanged sentences

Recent Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board (the "FASB") issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”), to improve the navigability of the required interim disclosures, to clarify when that guidance is applicable and to enhance disclosure requirements.

The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 will be effective for the Company beginning with its 2028 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 December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities (“ASU 2025-10”), to clarify the appropriate accounting, reduce diversity in practice, and increase consistency across business entities.

ASU 2025-10 will be effective for us beginning with our 2029 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 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements (“ASU 2025-09”), to enhance hedge accounting guidance and better align it with entities’ risk management activities.

The amendments expand eligibility for hedge accounting, simplify certain requirements, and address issues related to reference rate reform.

Key changes include allowing cash flow hedge accounting for “choose-your-rate” debt instruments, introducing a principles-based “similar risk exposure” criterion for grouping forecasted transactions, permitting component hedging for nonfinancial forecasted transactions, and clarifying the

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

treatment of certain derivative structures.

ASU 2025-09 will be effective for the Company beginning with its 2027 interim and annual financial statements, with early adoption permitted.

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

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

10 unchanged sentences

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

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.

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.

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.

The adoption of ASU 2024-03 will require the Company to provide new footnote disclosure about the types of expenses that are included in certain captions on its Statements of Operations, such as Cost of revenue, Research and development, Sales and marketing, and General and administrative.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which increases the disclosure requirements around rate reconciliation information and certain types of income taxes companies are required to pay.

ASU 2023-09 will be effective for the Company beginning with its 2025 annual financial statements.

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

(2) EARNINGS (LOSS) PER SHARE

1 unchanged sentence

For periods in which the Company reports net income, diluted net earnings per share is determined by using the weighted average number of common and dilutive common equivalent shares outstanding during the period, unless the effect is antidilutive.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The shares used to compute loss per share were as follows (in thousands):

Three 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 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.

The proceeds from the Private Placement were approximately $ 53.4 million, including approximately $ 10 million from existing related party stockholders (See Note 11).

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 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 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.

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.

Options to purchase the Company’s common stock and unvested restricted and performance-based stock units aggregating 14.7 million and 6.8 million shares were excluded from the computation of diluted loss per share for the three months ended March 31, 2026 and 2025, respectively, because their effect would have been antidilutive.

In connection with a private placement completed in March 2023, the Company issued warrants that remain outstanding following the June 2024 redemption of the related preferred stock.

No warrant exercises occurred during the three months ended March 31, 2026.

In the three months ended March 31, 2025, holders exercised 0.2 million warrants, and the remaining warrants continue to be outstanding without modification (See Note 11).

The potential number of dilutive shares from the warrants outstanding totaled 4.7 million shares as of March 31, 2026 and 2025, respectively.

There was no impact on weighted average shares outstanding from these warrants for the three months ended March 31, 2026 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.

For the three months ended March 31, 2025, 0.5 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.

(3) INVENTORY

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

September 30,

Inventory at March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

On-hand assemblies and finished goods inventories

2 unchanged sentences

Current portion

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(4) INTANGIBLE ASSETS AND GOODWILL

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

September 30, 2025

The Company’s intangible assets at March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

March 31, 2026

Developed technology

5 unchanged sentences

Software licenses

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

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

Estimated future amortization expense for the Company’s intangible assets at March 31, 2026 was as follows (in thousands):

Years ending December 31,

Remainder of 2026

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):

There were no changes to the carrying value of the Company’s goodwill in the three months ended March 31, 2026.

The components of goodwill at both March 31, 2026 and December 31, 2025 were as follows (in thousands):

Accumulated impairment losses

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

(5) FAIR VALUE HIERARCHY

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 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.

The carrying amount of the Company’s term debt at March 31, 2026 and December 31, 2025 also approximates fair value, based on prevailing market conditions.

The Company’s warrant liability had a fair value of $ 0.7 million and $ 1.9 million as of March 31, 2026 and December 31, 2025, 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 September 30, 2025 or December 31, 2024.

The Company had no assets or liabilities fair valued using Level 1 inputs at March 31, 2026 or December 31, 2025.

● 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 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)

At December 31, 2025, the Company determined the fair value of its defined benefit plans’ assets using Level 2 inputs.

There were no significant changes to the Company’s defined benefit plans’ assets during the three months ended March 31, 2026 that required the calculation of their fair value as of March 31, 2026.

Level 2 inputs were also used to determine the fair value of the Company’s derivative financial instruments at March 31, 2026.

● 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 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.

Level 3 inputs were used to determine the fair value of the Company’s warrants at March 31, 2026 and December 31, 2025.

The Company had no transfers between Level 2 and Level 3 fair value measurements during the three months ended March 31, 2026 and 2025.

(6) ACCRUED EXPENSES AND OTHER

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

September 30,

Accrued expenses at March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

Employee compensation and related costs

1 unchanged sentence

Taxes payable

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

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The changes in the Company’s warranty accrual balance in the three months ended March 31, 2026 were as follows (in thousands):

Balance at January 1, 2026

Current period provisions

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.

Balance at March 31, 2026

At March 31, 2026, 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 $ 5.3 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 $ 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.

The Company recorded restructuring and related expense aggregating $ 2.0 million and $ 5.3 million in the three months ended March 31, 2026 and 2025, 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

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

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.

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 September 30, 2025 and December 31, 2024 (see Note 17).

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 March 31, 2026 and December 31, 2025 (see Note 17).

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 nine months ended September 30, 2025 and 2024 were as follows (in thousands):

The components of restructuring and related expense for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three months ended

Nine months ended

September 30,

Severance and related costs

Variable and other facilities-related costs

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The following table presents the rollforward of accrued restructuring liabilities for the Company’s restructuring plans for the three months ended March 31, 2026 (in thousands):

2022 and Prior

Restructuring

Balances, January 1, 2026

Charged to expense

Balances, March 31, 2026

2026 Restructuring Plan

During the fourth quarter of 2025, the Company’s President and Chief Executive Officer (“CEO”) approved a strategic restructuring program (the "2026 Restructuring Plan") that consists of workforce reductions in certain of the Company’s operating locations to correspond with current sales levels in those areas.

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

In connection with the 2026 Restructuring Plan, the Company recorded restructuring and related expense of $ 1.3 million in the three months ended March 31, 2026.

2025 Restructuring Plan

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 $ 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

On February 22, 2023, the Company’s Board of Directors approved a strategic restructuring program (the "2023 Restructuring Plan") to streamline the Company’s operations in order to support the Company’s investment in critical growth areas.

The 2023 Restructuring Plan includes, among other things, charges related to a workforce reduction.

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

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

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

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

In connection with the 2025 Restructuring Plan, the Company recorded nominal restructuring and related expense in the three months ended March 31, 2026, and $ 2.4 million in the three months ended March 31, 2025, respectively.

2022 and Prior Restructuring Plans

Prior to December 31, 2022, the Company engaged in various restructuring activities that included consolidation of facilities and workforce reductions.

Substantially all the ongoing costs incurred under such plans in the periods presented relate to variable and other facilities-related costs.

In connection with these plans, the Company recorded restructuring and related expense of $ 0.7 million and $ 3.1 million in the three months ended March 31, 2026 and 2025, respectively.

Balance Sheet Classification

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 current portions of accrued restructuring were $ 4.0 million and $ 9.4 million at March 31, 2026 and December 31, 2025, respectively, and are included as components of Accrued expenses and other 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 September 30, 2025 and December 31, 2024, respectively.

2024 Credit Facility

On June 21, 2024, the Company entered into a Senior Secured Credit Facilities Credit Agreement (the “2024 Credit Facility” or “Credit Agreement”) as guarantor, with the Company’s wholly-owned subsidiary, Ribbon Communications Operating Company, Inc., as the borrower (the “Borrower”), HPS Investment Partners, LLC ("HPS"), as administrative agent, and HPS and WhiteHorse Capital Management, LLC ("WhiteHorse" and, together with HPS, the "Lenders"), pursuant to which the Lenders provided the Company with a $ 385 million Credit Agreement comprised of (i) a $ 350 million term loan (the “2024 Term Loan”) and (ii) a $ 35 million revolving credit facility (the “2024 Revolver”), including a $ 20 million sublimit for letters of credit.

The proceeds received from the 2024 Term Loan were used to (a) repay 100 % of the amounts outstanding under the 2020 Credit Facility, (b) redeem in full the Preferred Stock and (c) pay fees and expenses related to the 2024 Credit Facility.

The excess proceeds are being used by the Company for working capital and other general corporate purposes.

The 2024 Term Loan and the 2024 Revolver bear interest, at the Borrower’s option, at either the Alternate Base Rate (“ABR”) or Term Secured Overnight Financing Rate ("SOFR") with an Applicable Margin for each (all as defined in the 2024 Credit Facility).

Margins for the first six months were 5.25 % per annum for ABR Loans and 6.25 % per annum for SOFR Loans.

Thereafter, margins vary based on the Company’s Consolidated Net Leverage Ratio, ranging from 4.75 % to 5.25 % per annum for ABR Loans and 5.75 % to 6.25 % per annum for SOFR Loans.

The 2024 Term Loan and the 2024 Revolver will both mature on June 21, 2029.

The 2024 Term Loan is being repaid in equal quarterly installments:

approximately $ 0.9 million beginning with the third quarter of 2024 through the second quarter of 2025;

approximately $ 2.2 million beginning with the third quarter of 2025 and ending with the second quarter of 2027;

and approximately $ 4.4 million quarterly thereafter, with the remaining principal balance of approximately $ 298.4 million due on the maturity date of June 21, 2029.

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.

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").

The 2024 Credit Facility is secured on a first-priority basis by liens on substantially all assets of the Borrower and the Guarantors.

2020 Credit Facility

On June 21, 2024, the Company used the proceeds from the 2024 Credit Facility to, among other things, repay all amounts outstanding under its Senior Secured Credit Facilities Credit Agreement, dated March 3, 2020 (as amended, the "2020 Credit Facility"), by and among the Company, as a guarantor, Ribbon Communications Operating Company, Inc., as the borrower (the "Borrower"), Citizens Bank, N.A., Santander Bank, N.A., and others as lenders ("2020 Credit Facility Lenders").

The Company wrote off $ 2.0 million of debt issuance costs in conjunction with the early extinguishment of the 2020 Credit Facility.

The 2020 Credit Facility had a maturity date of March 2025 and originally provided for $ 500 million of commitments from the 2020 Credit Facility Lenders to the Borrower, comprised of $ 400 million in term loans (the "2020 Term Loan Facility") and a $ 100 million facility available for revolving loans (the "2020 Revolving Credit Facility").

Under the 2020 Revolving Credit Facility, a $ 30 million sublimit was originally available for letters of credit and a $ 20 million sublimit was available for swingline loans.

The Company entered into the Sixth Amendment to the 2020 Credit Facility (the “Sixth Amendment”) effective March 30, 2023.

Among other things, the Sixth Amendment reduced the maximum borrowings allowed under the 2020 Revolving Credit Facility from $ 100 million to $ 75 million and the sublimit available for letters of credit was reduced from $ 30 million to $ 20 million.

Also, the Sixth Amendment replaced LIBOR with SOFR as the alternative rate available to the Company for calculating interest owed under the 2020 Credit Facility with the margin fixed at 4.5 %.

Debt issuance costs associated with the Sixth Amendment totaled $ 1.7 million and were being amortized on a straight-line basis over the remaining life of the 2020 Credit Facility and were written off in conjunction with the early extinguishment of the 2020 Credit Facility on June 21, 2024.

The long-term portions of accrued restructuring were $ 0.4 million and $ 0.5 million at March 31, 2026 and December 31, 2025, respectively.

RIBBON COMMUNICATIONS INC.

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 September 30, 2025 and December 31, 2024:

September 30,

As of March 31, 2026, the Company had $ 339.9 million outstanding under its current credit facility (the “2024 Credit Facility”), all of which relate to the term loan.

Scheduled quarterly principal repayments continued during the period in accordance with the credit agreement.

There were no amounts outstanding under the revolving credit facility, and the Company had $ 35.0 million of available borrowing capacity as of March 31, 2026.

The Company remained in compliance with all financial covenants under the 2024 Credit Facility as of March 31, 2026.

On May 5, 2026, the Company entered into the First Amendment and Limited Waiver to Credit Agreement (the “First Amendment”) with Ribbon Communications Operating Company, Inc., HPS Investment Partners, LLC, as administrative agent, and the consenting lenders.

The First Amendment (1) waives compliance with the maximum consolidated net leverage ratio financial covenant as of and for the period ending June 30, 2026, (2) increases the Maximum Consolidated Net Leverage Ratio (as defined in the 2024 Credit Facility) to 4.50 :1.00 as of and for the period ending September 30, 2026, and sets the ratio for all subsequent quarters to 4.00 :1.00, and (3) modifies the applicable interest rate margins for any quarter in which the Consolidated Net Leverage Ratio exceeds 3.75 :1.00 to 7.00 %.

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 its current credit facility as of March 31, 2026 and December 31, 2025:

Current portion of Term Debt

8 unchanged sentences

Total Unamortized Original Issue Discount and Debt Issuance Costs

Remaining Borrowing Capacity

Available Borrowing Capacity

Average Interest Rates:

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

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The Company’s debt maturities as of March 31, 2026 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 $ 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.

The Company had $ 11.2 million and $ 11.1 million of Guarantees under various uncommitted facilities as of March 31, 2026 and December 31, 2025, respectively.

The Company had no letters of credit outstanding under its current credit facility as of March 31, 2026 or December 31, 2025.

At March 31, 2026 and December 31, 2025, the Company had cash collateral of $ 2.0 million and $ 1.7 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

The Company is exposed to financial market risk related to foreign currency fluctuations and changes in interest rates.

These exposures are actively monitored by management.

To manage the volatility related to the exposure to changes in interest rates, the Company may enter into derivative financial instruments.

Management’s objective has been

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

to reduce, where it is deemed appropriate to do so, fluctuations in earnings and cash flows associated with changes in interest rates.

Ribbon’s policies and practices are to use derivative financial instruments only to the extent necessary to manage exposures.

Ribbon does not hold or issue derivative financial instruments for trading or speculative purposes.

The Company is exposed to financial market risk, primarily arising from fluctuations in foreign currency exchange rates, and management actively monitors these exposures.

As part of its overall risk management strategy, the Company may use derivative financial instruments to reduce volatility in earnings and cash flows resulting from changes in foreign exchange rates.

Ribbon’s policies and practices limit the use of derivative instruments to risk management activities only, and the Company does not use derivatives for trading or speculative purposes.

The Company records derivatives on the balance sheet at fair value.

5 unchanged sentences

The Company may enter into derivative contracts that are intended to economically hedge certain of its risk even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

Cash Flow Hedge of Interest Rate Risk

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).

As a result of exposure to interest rate movements, the Company entered into an interest rate swap arrangement in March 2020 which effectively converted its $ 400 million term loan with its variable interest rate based upon one-month LIBOR to an aggregate fixed rate of 0.904 %, plus a leverage-based margin as defined in the 2020 Credit Facility.

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 nine months ended September 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.

In two separate transactions in 2023, the Company received a total of $ 19.2 million, consisting of $ 0.8 million of interest and $ 18.4 million for the sale of the remaining $ 340 million notional amount of its swap.

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 nine months ended September 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.

Cash Flow Hedge of Foreign Exchange Rate Risk

The Company is exposed to foreign currency exchange rate risk related to forecasted operating expenses denominated in a foreign currency.

To manage this exposure, the Company entered into foreign exchange forward arrangements, which were designated as hedging instruments beginning in January 2026.

These derivatives are intended to reduce the variability in cash flows associated with changes in foreign currency exchange rates.

The Company’s objectives in using foreign exchange rate derivatives are to mitigate risk, add stability to cash flows, and manage its exposure to foreign exchange rate movements.

To accomplish these objectives, the Company uses foreign exchange rate forward contracts as part of its foreign currency risk management strategy.

Foreign exchange rate

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The Company’s objectives in using interest rate derivatives have been to add stability to interest expense and to manage its exposure to interest rate movements.

To accomplish these objectives, the Company has used an interest rate swap as part of its interest rate risk management strategy.

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the related agreements without exchange of the underlying notional amount.

forward contracts designated as cash flow hedges involve the exchange of fixed USD payments for fixed ILS receipts at predetermined exchange rates, thereby reducing the variability of forecasted ILS‑denominated expenditures.

The effective portion of changes in the fair value of designated derivatives that qualify as cash flow hedges is recorded in Accumulated other comprehensive income in the condensed consolidated balance sheet and is subsequently reclassified into earnings in the period that the hedged forecasted transactions affect earnings.

Any ineffective portion of the change in the fair value of the derivative would have been recognized directly in earnings.

However, there was no hedge ineffectiveness recorded over the life of the swap.

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 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.

Amounts reported in Accumulated other comprehensive income related to the Company’s derivative are reclassified to Research and development in the condensed consolidated statement of operations.

The impact of the Company’s derivative financial instruments designated as cash flow hedges on the Company’s condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss for the three months ended March 31, 2026 was as follows (in thousands):

Three months ended

Amount recognized in other comprehensive income (loss) on the derivative (effective portion)

Amount reclassified from accumulated other comprehensive income to Research and development

Unrealized loss on cash flow hedges, net of reclassifications into earnings

The Company expects that all amounts recorded in Accumulated other comprehensive income related to outstanding foreign exchange forward contracts will be reclassified into earnings within the next twelve months, as all contracts outstanding at March 31, 2026 mature no later than September 2026.

The Company's derivative liability designated as a hedging instrument and the related fair values and locations in the condensed consolidated balance sheet at March 31, 2026 are as follows (in thousands):

Balance sheet location

Accrued expenses and other

The aggregate notional amounts and maturities of the Company’s outstanding foreign exchange rate forward contracts at March 31, 2026 were as follows:

Derivative Instrument

Foreign exchange rate forward contracts (cash flow hedges)

April 2026 - September 2026

The Company has classified the foreign exchange derivative aggregating $ 0.3 million at March 31, 2026 as Level 2 within the fair value hierarchy (see Note 5).

(11) PREFERRED STOCK AND WARRANTS

On March 28, 2023, the Company issued 55,000 shares of Preferred Stock to investors in the Private Placement at a price of $ 970 per share, along with 4,858,090 Warrants with an exercise price of $ 3.77 per share.

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 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.

The Company accounted for the Preferred Stock until it was redeemed and continues to account for the remaining Warrants as liability-classified instruments based on an assessment of their specific terms in accordance with ASC Topic 480, Distinguishing Liabilities from Equity .

The fair value option was elected for the Preferred Stock, as the Company considered fair value to best reflect its expected future economic value.

These liabilities are remeasured to fair value at each reporting date using the same valuation methodology applied upon issuance using current input assumptions.

The value of the Preferred Stock was calculated quarterly through March 31, 2024 using the Black-Derman-Toy (BDT) stochastic yield lattice model to capture the optimal timing of repayment, increasing dividend rate and other features and the value of the Warrants is calculated quarterly using the Black-Scholes Pricing Model.

Changes in the fair value of the Preferred Stock and the Warrants are reported as Other expense, net in the Company’s condensed consolidated statements of operations.

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 September 30, 2025 and December 31, 2024:

In connection with a private placement completed in March 2023, the Company issued warrants that remain outstanding following the June 2024 redemption of the related preferred stock.

No warrant exercises occurred during the three months ended March 31, 2026.

In the three months ended March 31, 2025, holders exercised 0.2 million warrants, and the remaining warrants continue to be outstanding without modification.

The Company accounts for the warrants as liability‑classified instruments under ASC 480, Distinguishing Liabilities from Equity , and remeasures them to fair value

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

September 30,

at each reporting date using a Black‑Scholes option‑pricing model.

Changes in fair value are recognized within Other income, net in the condensed consolidated statements of operations.

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 March 31, 2026 and December 31, 2025:

Risk-free rate

2 unchanged sentences

Fair value of warrant per share

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

Preferred stock

Balance at January 1, 2024

Payable in-kind dividends

Reversal of fair value adjustments

Call premium ( 3 %)

Redemption (June 25, 2024)

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,

The changes in the Company’s warrant liabilities for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three months ended March 31,

Balance at beginning of year

2 unchanged sentences

Balance at end of period

The Preferred Stock, redeemed on June 25, 2024, was subordinate to the Company’s indebtedness and senior to the Company’s common stock or other equity.

Holders of the Preferred Stock were entitled to cumulative dividends that accrued quarterly.

Dividends were payable in-kind during the first year at a rate of 9.25 %.

At the Company’s option, the dividends were payable in-kind or in cash during the second year at a rate of 9.75 %.

Dividends thereafter were to be payable in cash at a rate of 12.00 %.

The proceeds from the Preferred Stock issuance were approximately $ 53.4 million, including $ 10.0 million from existing related party stockholders.

Offering costs paid by the Company of approximately $ 3.5 million were recorded in Other expense, net in the year ended December 31, 2023.

The net proceeds from the Private Placement were used for the repayment of debt.

The Preferred Stock was redeemable on or after the first and second anniversaries of the closing date at a rate of 103 % and 102 %, respectively.

The warrants are immediately exercisable and upon an event such as a merger, consolidation, asset sale or similar change of control, the warrants may be exercised and the holders may vote the underlying shares of common stock.

1 unchanged sentence

The registration requirement was completed on May 19, 2023.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

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.

During the three months ended March 31, 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 March 31, 2026.

(12) REVENUE RECOGNITION

7 unchanged sentences

For these contracts, the Company accounts for individual performance obligations separately if they are considered distinct.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis.

18 unchanged sentences

The Company’s professional services include consulting, technical support, resident engineer services, design services and installation services.

Because control transfers over time, revenue is recognized based on progress toward

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

completion of the performance obligation.

Because control transfers over time, revenue is recognized based on progress toward completion of the performance obligation.

The method to measure progress toward completion requires judgment and is based on the nature of the products or services to be provided.

9 unchanged sentences

The related revenue is typically recognized as the training services are performed, typically over a period of one to five days .

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Payment terms for the Company’s contracts with its customers typically range from 30 to 60 days from the invoice date.

2 unchanged sentences

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

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

For the three months ended March 31, 2026, the impact of financing components was immaterial.

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

Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to government authorities.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The Company’s typical performance obligations include the following:

33 unchanged sentences

In these instances, the Company may use information such as the size of the customer and geographic region in determining the SSP.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Deferred Revenue

2 unchanged sentences

The value of deferred revenue will increase or decrease based on the timing of invoices and recognition of revenue.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Disaggregation of Revenue

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 nine months ended September 30, 2025 and 2024 was disaggregated geographically as follows:

Service revenue

(professional

Three months ended September 30, 2025

(maintenance)

Total revenue

United States

Europe, Middle East and Africa

Service revenue

(professional

Three months ended September 30, 2024

(maintenance)

Total revenue

United States

Europe, Middle East and Africa

The Company’s total revenue for the three months ended March 31, 2026 and 2025 was disaggregated geographically as follows:

Service revenue

1 unchanged sentence

(professional

Nine months ended September 30, 2025

Three months ended March 31, 2026

(maintenance)

5 unchanged sentences

(professional

Nine months ended September 30, 2024

Three months ended March 31, 2025

(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 nine months ended September 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 months ended March 31, 2026 and 2025 was as follows (in thousands):

Three months ended

Nine months ended

September 30,

Indirect sales through channel partner program

RIBBON COMMUNICATIONS INC.

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 nine months ended September 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 months ended March 31, 2026 and 2025 was as follows (in thousands):

Three 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 nine months ended September 30, 2025 and 2024 were as follows (in thousands):

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The Company’s product revenue and service revenue components by segment for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three 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 nine months ended September 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 three months ended March 31, 2026 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.

2 unchanged sentences

In some arrangements, the Company allows customers to pay for term-based software licenses and products over the term of the software license.

The Company also sells SaaS-based software under subscription arrangements, with

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

payment terms over the term of the SaaS agreement.

The Company also sells SaaS-based software under subscription arrangements, with payment terms over the term of the SaaS agreement.

Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables.

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 nine months ended September 30, 2025 were as follows (in thousands):

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The changes in the Company’s accounts receivable, unbilled receivables and deferred revenue balances for the three months ended March 31, 2026 were as follows (in thousands):

Balance at January 1, 2026

Increase (decrease), net

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.

Balance at March 31, 2026

The Company recognized approximately $ 43 million of revenue in the three months ended March 31, 2026 that was recorded as deferred revenue at December 31, 2025 and approximately $ 51 million of revenue in the three months ended March 31, 2025 that was recorded as deferred revenue at December 31, 2024.

Of the Company’s deferred revenue reported as long-term in its condensed consolidated balance sheet at March 31, 2026, the Company expects that approximately $ 12 million will be recognized as revenue in 2027 , approximately $ 9 million will be recognized as revenue in 2028 and approximately $ 11 million will be recognized as revenue in 2029 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 $ 204 million and $ 285 million as of September 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 $ 163 million and $ 171 million as of March 31, 2026 and December 31, 2025, respectively.

At this time, the Company expects to recognize the majority of the revenue related to this contract in the years 2026 through 2028.

3 unchanged sentences

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

At March 31, 2026 and December 31, 2025, the Company had $ 2.1 million of deferred sales commissions capitalized.

(13) OPERATING SEGMENT INFORMATION

2 unchanged sentences

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

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 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.

The IP Optical Networks segment provides high-performance, secure solutions for IP networking and optical

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

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.

The IP Optical Networks segment provides high-performance, secure solutions for IP networking and optical transport, supporting wireless networks including 5G, metro and edge aggregation, core networking, data center interconnect, legacy transformation and transport solutions for wholesale carriers.

transport, supporting wireless networks including 5G, metro and edge aggregation, core networking, data center interconnect, legacy transformation and transport solutions for wholesale carriers.

This portfolio is offered to service provider, enterprise and industry verticals with critical transport network infrastructures including utilities, government, defense, transportation, and education and research.

8 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 nine months ended September 30, 2025 and 2024 (in thousands):

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The tables below present significant segment expenses regularly reviewed by the CODM for the three months ended March 31, 2026 and 2025 (in thousands):

Three months ended

Nine months ended

September 30,

Segment revenue:

2 unchanged sentences

Three months ended

Nine months ended

September 30,

Segment adjusted gross profit:

9 unchanged sentences

Amortization of acquired intangible assets

Acquisition-, disposal- and integration-related expense

Restructuring and related expense

Interest expense, net

Other expense (income), net

Other income, net

Loss before income taxes

Three months ended

Nine months ended

September 30,

Segment depreciation expense:

5 unchanged sentences

(14) MAJOR CUSTOMERS

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

The following customers contributed 10% or more of the Company’s revenue in the three months ended March 31, 2026 and 2025:

Three months ended

Nine months ended

September 30,

Verizon Communications Inc.

1 unchanged sentence

* 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.

At March 31, 2026 and December 31, 2025, 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 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.

During the three months ended March 31, 2026, the Company used $ 0.8 million, including transaction fees, to repurchase and retire 0.4 million shares of its common stock under the Repurchase Program.

Since the start of the Repurchase Program, the Company has used $ 9.8 million, including transaction fees, to repurchase and retire 2.9 million shares of its common stock.

Repurchases are subject to the terms of the Company’s senior secured credit facility, as amended, which limits aggregate share repurchases to $ 15 million and subjects such repurchases to compliance with specified financial covenants and leverage requirements.

(16) STOCK-BASED COMPENSATION PLANS

The Company grants stock-based compensation to employees, officers and non-employee directors, as well as consultants and advisors of the Company and its subsidiaries under its 2025 Incentive Award Plan (the “2025 Plan”) which provides for the award of stock options, stock appreciation rights ("SARs"), restricted stock awards ("RSAs"), performance-based stock awards ("PSAs"), restricted stock units ("RSUs"), performance-based stock units ("PSUs") and other stock- or cash-based awards.

The 2025 Plan, approved by the Company’s stockholders at the annual meeting held on May 28, 2025 (the “2025 Annual Meeting”), permits the Company to grant awards of up to (i) 14 million new shares of its common stock, plus (ii) 2,180,307 shares of its common stock previously reserved for issuance by the Company’s Amended and Restated 2019 Incentive Award Plan plus that number of shares of its common stock subject to awards granted under certain prior plans which become available for grant under the 2025 Plan.

At the 2025 Annual Meeting, the Company's stockholders also approved an amendment to the Company’s Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of its common stock by 150 million shares to a total of 390 million shares.

The 2025 Plan has been approved by the Company’s stockholders.

Executive Equity Arrangements

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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

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

from one to three years .

Vesting periods for RSAs, RSUs, and PSUs granted range 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").

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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 nine months ended September 30, 2025 was as follows:

The activity related to the Company’s RSUs for the three months ended March 31, 2026 was as follows:

Unvested balance at January 1, 2026

( 2,922,214 )

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.

Unvested balance at March 31, 2026

The total grant date fair value of shares of restricted stock underlying RSUs that vested during the three months ended March 31, 2026 was $ 0.5 million.

Performance-Based Stock Units

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

The activity related to the Company’s PSUs for the three months ended March 31, 2026 was as follows:

Unvested balance at January 1, 2026

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.

Notes to Condensed Consolidated Financial Statements (Continued)

Unvested balance at March 31, 2026

Stock-Based Compensation

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):

The condensed consolidated statements of operations include stock-based compensation for the three months ended March 31, 2026 and 2025 as follows (in thousands):

Three months ended

Nine months ended

September 30,

Product cost of revenue

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General and administrative

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 .

At March 31, 2026, there was $ 25.1 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 1.4 years.

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The Company has operating leases for corporate offices and research and development facilities.

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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 September 30, 2025 and December 31, 2024 and determined no impairment has occurred.

The Company assessed its right-of-use assets for impairment as of March 31, 2026 and December 31, 2025 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.

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For operating leases, lease expense for minimum fixed lease payments is recognized on a straight-line basis over the lease term.

Lease contracts may contain variable lease costs, such as common area maintenance, utilities and tax

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

reimbursements that vary over the term of the contract.

Lease contracts may contain variable lease costs, such as common area maintenance, utilities and tax reimbursements that vary over the term of the contract.

Variable lease costs are not included in minimum fixed lease payments and as a result, are excluded from the measurement of the right-of-use assets and lease liabilities.

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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 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.

No such accelerated amortization was recorded in the three months ended March 31, 2026 or 2025.

The Company did no t record estimated future variable lease costs in the three months ended March 31, 2026 or 2025 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 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.

At March 31, 2026 and December 31, 2025, the Company had accruals of $ 0.7 million and $ 0.8 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 September 30, 2025 and December 31, 2024 were as follows (in thousands):

September 30,

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

The Company’s right-of-use lease assets and lease liabilities at March 31, 2026 and December 31, 2025 were as follows (in thousands):

Classification

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Total Operating lease liabilities

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

The components of lease expense for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three months ended

Nine months ended

September 30,

Operating lease cost*

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Net lease cost

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,

No accelerated amortization was recorded in the three months ended March 31, 2026 or 2025.

No variable lease costs were expensed in the three months ended March 31, 2026 or 2025 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 $ 4.4 million and $ 3.5 million in the three months ended March 31, 2026 and 2025, respectively.

The Company’s non-cash investing and financing activities in the three months ended March 31, 2025 related to the addition of operating leases resulted in right-of-use assets (“ROUs”) obtained in exchange for lease obligations of $ 16.6 million and operating lease liabilities recorded of $ 27.3 million.

There were no non‑cash investing or financing activities related to operating leases in the three months ended March 31, 2026.

Other information related to the Company’s leases as of March 31, 2026 and December 31, 2025 was as follows (in thousands):

Weighted average remaining lease term (years):

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Operating leases

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

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

Future minimum fixed lease payments under noncancelable leases at March 31, 2026 were as follows (in thousands):

Remainder of 2026

3 unchanged sentences

(18) INCOME TAXES

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.

The Company recorded an income tax benefit of $ 6.4 million and $ 0.8 million in the three months ended March 31, 2026 and 2025, 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.

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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 $ 1.0 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.

The Company recognized revenue from its largest stockholder of $ 0.9 million and $ 1.7 million in the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the Company had accounts receivable of $ 7.1 million outstanding from its largest stockholder, compared to $ 8.5 million as of December 31, 2025.

(20) COMMITMENTS AND CONTINGENCIES

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Liabilities for Royalty Payments to the IIA

Prior to the Company’s acquisition of ECI Telecom Group Ltd.

("ECI"), ECI had received research and development grants from the Office of the Innovation Authority of the Israeli Ministry of Economics (the "IIA").

The Company assumed ECI’s contract with the IIA, which requires the Company to pay royalties to the IIA on proceeds from the sale of products which the Israeli government has supported by way of research and development grants.

The royalties for grants prior to 2017 were calculated at the rates of 1.3 % to 5.0 % of the aggregated proceeds from the sale of such products developed at certain of the Company’s R&D centers, up to an amount not exceeding 100 % of such grants plus interest at LIBOR.

In connection with the Company’s acquisition of ECI Telecom Group Ltd.

("ECI") in 2020, ECI had previously received research and development grants from the Office of the Innovation Authority of the Israeli Ministry of Economics (the "IIA").

The Company assumed ECI’s contract with the IIA, which requires the Company to pay royalties to the IIA on proceeds from the sale of products that the Israeli government has supported by way of research and development grants.

The royalties for grants prior to 2017 were calculated at the rates of 1.3 % to 5.0 % of the aggregated proceeds from the sale of such products developed at certain of the Company’s research and development (“R&D”) centers, up to an amount not exceeding 100 % of such grants plus interest at the London Inter-Bank Offered Rate (“LIBOR”).

Effective for grants approved in 2017 and effective through 2023, interest was calculated at the higher of LIBOR plus 1.5 % to 2.75 %.

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

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.

For grants approved in 2024 and thereafter, interest is calculated based on the Secured Overnight Financing Rate (“SOFR”).

RIBBON COMMUNICATIONS INC.

Notes to Condensed Consolidated Financial Statements (Continued)

At March 31, 2026, the Company had $ 2.1 million of unpaid royalties accrued.

The Company’s maximum possible future royalties commitment at March 31, 2026 of $ 11.5 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.

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

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The Company filed its answer to the first complaint file in New York on December 7, 2022 and to the second complaint filed in Delaware on January 9, 2023.

On May 14, 2025, the Delaware court granted our dispositive motion for summary judgement and denied Charter’s motion for partial summary judgement.

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

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.

On May 14, 2025, the Delaware court granted our dispositive motion for summary judgment and denied Charter’s motion for partial summary judgment.

Charter appealed the Delaware court’s decision, but on December 18, 2025, the Delaware Supreme Court affirmed the lower court’s judgment.

This resolved the case in Delaware.

No trial date has been set for the case in New York.

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