Ribbon Communications Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds (c) Issuer Purchases of Equity Securities The following table provides information with respect to the shares of common stock repurchased by us for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate Dollar ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Value of Shares ​ ​ ​ ​ ​ ​ ​ Shares Purchased ​ that May ​ ​ ​ ​ ​ ​ ​ as Part of ​ Yet be Purchased ​ ​ Total Number ​ Average ​ Publicly ​ Under ​ ​ of Shares ​ Price Paid ​ Announced Plans ​ the Plans Period ​ ​ ​ Withheld (1) ​ ​ ​ per Share (2) ​ ​ ​ or Programs (3) ​ ​ ​ or Programs (4) April 1, 2026 to April 30, 2026 ​ 435,496 ​ $ 2.70 ​ — ​ $ 40,221,360 May 1, 2026 to May 31, 2026 ​ 1,398,298 ​ $ 2.63 ​ — ​ $ 40,221,360 June 1, 2026 to June 30, 2026 ​ 5,230 ​ $ 2.71 ​ — ​ $ 40,221,360 Total ​ 1,839,024 ​ $ 2.65 ​ — ​ $ 40,221,360 (1) Upon vesting of restricted stock awards and performance-based stock units, certain of our employees surrender a portion of the newly vested shares of common stock to satisfy the tax withholding obligations that arise in connection with their vesting. During the second quarter of 2026, 1,839,024 awards and units were surrendered, consisting of 1,313,020 shares of restricted stock and 526,004 performance-based stock units. (2) Represents a weighted ‑ average price of shares surrendered by employees to satisfy tax withholding obligations. (3) In June 2025, we announced a stock repurchase program for the period beginning June 5, 2025 through December 31, 2027, under which our Board of Directors authorized the repurchase of up to $50 million of our common stock at management’s discretion in the open market, in privately negotiated transactions structured through investment banking institutions, or a combination of the foregoing, (the "2025 Repurchase Program" or the “Repurchase Program”). We used $0.8 million to repurchase 400,333 shares of our common stock under the Repurchase Program during the six months ended June 30, 2026. Repurchases are subject to the terms of the Company’s 2024 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. Based on the foregoing, the Company has $40.2 million remaining authorized for future repurchases. The amount and timing of repurchases are subject to a variety of factors including liquidity, cash flow, stock price, compliance with the 2024 Credit Facility and general business and market conditions. We may also from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares under this authorization. The Repurchase Program may be modified, increased, suspended, or discontinued at any time. The Repurchase Program is being funded using cash on hand and cash from operations. (4) Represents amounts available for repurchases under the Repurchase Program.