Other Information
−Removed: Cybersecurity Incident Disclosure
−Removed: In early September 2025, the Company became aware that unauthorized persons, reportedly associated with a nation-state actor, had gained access to the Company’s IT network.
−Removed: The Company promptly initiated its incident response plan and began an investigation, containment and remediation effort using multiple third-party cybersecurity experts, including federal law enforcement.
−Removed: While the investigation is ongoing, the Company believes that it has been successful in terminating the unauthorized access by the threat actor.
−Removed: The Company has preliminarily determined that initial access by the threat actor may have occurred as early as December 2024, with final determinations dependent on completion of the ongoing investigation.
−Removed: As of the date of this quarterly report on Form 10-Q, we are not aware of evidence indicating that the threat actor accessed or exfiltrated any material information.
−Removed: Several customer files saved outside of the main network on two laptops do appear to have been accessed by the threat actor and those customers have been notified by the Company.
−Removed: As of the date of this quarterly report on Form 10-Q, the Company does not believe that the incident has had a material impact, including on its financial condition or results of operations.
−Removed: As noted above, the Company’s investigation into this incident is ongoing and the Company continues to take additional steps to further strengthen its network security.
−Removed: The Company expects to incur additional costs in the fourth quarter of 2025 associated with its continued investigation into this incident, and in network strengthening efforts, however, the Company does not currently expect such costs to be material.
+Added: Credit Facility Waiver
+Added: 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.
+Added: 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%.
+Added: The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Insider Trading Arrangements
−Removed: During the three months ended September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
+Added: During the three months ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
Agreement and Plan of Merger, dated as of November 14, 2019, by and among the Registrant, Ribbon Communications Israel Ltd., Eclipse Communications Ltd., ECI Telecom Group Ltd.
8 unchanged sentences
Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K, filed March 8, 2018 with the SEC).
−Removed: Ribbon Communications Inc.
−Removed: 2025 Incentive Award Plan (incorporated by reference to Appendix C to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed April 14, 2025 with the SEC).
−Removed: Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed March 30, 2023 with the SEC).
+Added: First Amendment and Limited Waiver to Credit Agreement, dated May 5, 2026
Certificate of Ribbon Communications Inc.
17 unchanged sentences
RIBBON COMMUNICATIONS INC.
−Removed: /s/ John Townsend
−Removed: John Townsend
−Removed: Executive Vice President and Chief Financial Officer
+Added: /s/ Eric Marmurek
+Added: Eric Marmurek
+Added: Executive Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer)
−Removed: October 23, 2025
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.