Ribbon Communications Inc 10-Q for FY2026 Q1

Ribbon Communications Inc. (RBBN)

10-Q 2026-05-06 For: 2026-03-31

Added on May 06, 2026

About this 10-Q

Ribbon Communications Inc filed this 10-Q on May 6, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $162.61M; down 10.3% from $181.28M a year earlier
Net loss: $34.49M; compared with a net loss of $26.23M a year earlier
Diluted EPS: -$0.20; compared with -$0.15 a year earlier

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Delaware		82-1669692
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


6500 Chase Oaks Boulevard, Suite 100, Plano, Texas		75023
(Address of principal executive offices)		(Zip code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	RBBN	The Nasdaq Global Select Market


Large accelerated filer	☐	Accelerated filer	☒	Non-accelerated filer	☐
Smaller reporting company	☐	Emerging growth company	☐


Item		Page

	Cautionary Note Regarding Forward-Looking Statements	3

PART I FINANCIAL INFORMATION

1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 (unaudited)	4

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited)	5

	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025 (unaudited)	6

	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited)	7

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	10

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

3.	Quantitative and Qualitative Disclosures About Market Risk	47

4.	Controls and Procedures	47

PART II OTHER INFORMATION

1.	Legal Proceedings	48

1A.	Risk Factors	48

2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

5.	Other Information	49

6.	Exhibits	50

	Signatures	51


	March 31,			December 31,
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	67,554		$	96,405
Restricted cash		2,045			1,726
Accounts receivable, net		204,058			231,885
Inventory		81,463			78,806
Other current assets		53,379			45,663
Total current assets		408,499			454,485
Property and equipment, net		64,077			65,559
Intangible assets, net		134,233			143,344
Goodwill		300,892			300,892
Deferred income taxes		181,834			174,318
Operating lease right-of-use assets		44,010			46,240
Other assets		26,157			27,417
	$	1,159,702		$	1,212,255
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of term debt	$	8,750		$	8,750
Accounts payable		77,293			79,840
Accrued expenses and other		77,890			90,759
Operating lease liabilities		11,601			11,699
Warrant liability		682			—
Deferred revenue		122,619			124,425
Total current liabilities		298,835			315,473
Long-term debt, net of current		322,975			324,525
Warrant liability		—			1,919
Operating lease liabilities, net of current		57,042			60,159
Deferred revenue, net of current		32,423			31,654
Deferred income taxes		5,728			5,728
Other long-term liabilities		23,597			23,803
Total liabilities		740,600			763,261
Commitments and contingencies (Note 20)
Stockholders’ equity:
Common stock, $0.0001 par value per share; 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.		18			18
Additional paid-in capital		1,981,988			1,976,958
Accumulated deficit		(1,569,038)			(1,534,549)
Accumulated other comprehensive income		6,134			6,567
Total stockholders’ equity		419,102			448,994
	$	1,159,702		$	1,212,255


	Three months ended
	March 31,		March 31,
	2026		2025
Revenue:
Product	$	68,114	$	81,991
Service		94,492		99,288
Total revenue		162,606		181,279
Cost of revenue:
Product		49,425		57,893
Service		38,928		35,628
Amortization of acquired technology		4,562		5,388
Total cost of revenue		92,915		98,909
Gross profit		69,691		82,370
Operating expenses:
Research and development		44,445		43,568
Sales and marketing		32,269		31,788
General and administrative		16,978		15,128
Amortization of acquired intangible assets		5,656		6,155
Restructuring and related		2,038		5,341
Total operating expenses		101,386		101,980
Loss from operations		(31,695)		(19,610)
Interest expense, net		(9,756)		(10,500)
Other income, net		514		3,129
Loss before income taxes		(40,937)		(26,981)
Income tax benefit		6,448		754
Net loss	$	(34,489)	$	(26,227)
Loss per share:
Basic	$	(0.20)	$	(0.15)
Diluted	$	(0.20)	$	(0.15)
Weighted average shares used to compute loss per share:
Basic		175,661		175,719
Diluted		175,661		175,719


Three months ended March 31, 2026
								Accumulated
				Additional				other		Total
	Common stock			paid-in		Accumulated		comprehensive		stockholders'
	Shares	Amount		capital		deficit		(loss) income		equity
Balances, January 1, 2026	175,776,074	$	18	$	1,976,958	$	(1,534,549)	$	6,567	$	448,994
Repurchase of common stock	(400,333)		—		(824)		—		—		(824)
Vesting of restricted stock awards and units	177,343		—		—		—		—		—
Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations	(45,455)		—		(103)		—		—		(103)
Stock-based compensation expense	—		—		5,957		—		—		5,957
Other comprehensive loss	—		—		—		—		(433)		(433)
Net loss	—		—		—		(34,489)		—		(34,489)
Balances, March 31, 2026	175,507,629	$	18	$	1,981,988	$	(1,569,038)	$	6,134	$	419,102


Three months ended March 31, 2025
										Accumulated
						Additional				other		Total
		Common stock				paid-in		Accumulated		comprehensive		stockholders'
		Shares	Amount			capital		deficit		(loss) income		equity
Balances, January 1, 2025		175,599,250	$	18		$	1,970,708	$	(1,574,185)	$	8,080	$	404,621
Exercise of stock options		424		—			1		—		—		1
Exercise of warrants		32,573		—			150		—		—		150
Vesting of restricted stock awards and units		184,739		—			—		—		—		—
Vesting of performance-based stock units		377,751		—			—		—		—		—
Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations		(226,862)		—			(938)		—		—		(938)
Stock-based compensation expense		—		—			4,298		—		—		4,298
Other comprehensive loss		—		—			—		—		(90)		(90)
Net loss		—		—			—		(26,227)		—		(26,227)
Balances, March 31, 2025		175,967,875	$	18		$	1,974,219	$	(1,600,412)	$	7,990	$	381,815


		Weighted
		average
		amortization								Net
		period					Accumulated			carrying
March 31, 2026		(years)		Cost			amortization			value
Developed technology		7.84		$	340,380		$	285,357		$	55,023
Customer relationships		11.86			268,140			190,118			78,022
Software licenses		3.00			6,855			5,667			1,188
Trade names		3.88			5,000			5,000			—
				$	620,375		$	486,142		$	134,233


Years ending December 31,
Remainder of 2026	$	29,292
2027		34,347
2028		23,769
2029		18,380
2030		7,723
2031		5,927
Thereafter		14,795
	$	134,233


	Cloud and			IP Optical
	Edge			Networks			Total
Goodwill	$	392,302		$	191,996		$	584,298
Accumulated impairment losses		(167,406)			(116,000)			(283,406)
	$	224,896		$	75,996		$	300,892


Balance at January 1, 2026	$	12,819
Current period provisions		1,355
Settlements		(1,351)
Balance at March 31, 2026	$	12,823


	2022 and Prior		2025		2026
		Restructuring		Restructuring		Restructuring
	Plans		Plan		Plan		Total
Balances, January 1, 2026	$	806	$	622	$	8,461	$	9,889
Charged to expense		683		40		1,315		2,038
Payments		(747)		(238)		(6,507)		(7,492)
Balances, March 31, 2026	$	742	$	424	$	3,269	$	4,435


Years ending December 31,
Remainder of 2026	$	6,563
2027		13,125
2028		17,500
2029		302,750
	$	339,938


	Three months ended
	March 31,			March 31,
	2026			2025
Supplemental disclosure of cash flow information:
Interest paid	$	8,549		$	9,375
Income taxes paid	$	2,124		$	3,060
Income tax refunds received	$	65		$	138
Supplemental disclosure of non-cash investing activities:
Capital expenditures incurred, but not yet paid	$	4,155		$	5,377
Inventory transfers to property and equipment	$	261		$	412
Software licenses purchased, but not yet paid	$	1,107		$	—
Supplemental disclosure of non-cash financing activities:
Warrant liability released to additional paid-in-capital	$	—		$	150
Fair value of vested restricted and performance-based stock grants	$	409		$	2,381


	Three months ended
	March 31,			March 31,
	2026			2025
Accounts receivable sold	$	34,168		$	28,766
Less factoring fees		(571)			(473)
Net cash proceeds	$	33,597		$	28,293


	March 31,			December 31,
	2026			2025
On-hand assemblies and finished goods inventories	$	97,796		$	92,981
Deferred cost of goods sold		1,945			2,421
		99,741			95,402
Less noncurrent portion (included in Other assets)		(18,278)			(16,596)
Current portion	$	81,463		$	78,806


	March 31,		December 31,
	2026		2025
Employee compensation and related costs	$	31,055	$	37,857
Professional fees		14,603		14,400
Taxes payable		3,652		5,541
Other		28,580		32,961
	$	77,890	$	90,759


			March 31,
Balance sheet location		2026
Accrued expenses and other		$	297


			Notional			Notional
Derivative Instrument			Amount			Amount	Maturity
Foreign exchange rate forward contracts (cash flow hedges)		USD	24,554		ILS	76,179	April 2026 - September 2026


	Three months ended March 31,
	2026		2025
Balance at beginning of year	$	1,919	$	8,064
Exercise of warrants		—		(150)
Fair value change		(1,237)		(1,735)
Balance at end of period	$	682	$	6,179


		When Performance Obligation is Typically
Performance Obligation		Satisfied		When Payment is Typically Due
Software and Product Revenue
Software licenses (perpetual or term)		For perpetual licenses, typically when made available for download (point in time); for term-based licenses, at the beginning of the specified term (point in time)		Generally, within 30-60 days of invoicing, except for term licenses which may be paid for over time
Software licenses (subscription)		Upon activation of hosted site (over time)		Generally, within 30-60 days of invoicing
Hardware		When control of the hardware passes to the customer; typically, upon delivery (point in time)		Generally, within 30-60 days of invoicing
Software upgrades		Upon transfer of control; typically, when made available for download (point in time)		Generally, within 30-60 days of invoicing
Customer Support Revenue
Customer support		Ratably over the course of the support contract (over time)		Generally, within 30-60 days of invoicing
Professional Services
Other professional services (excluding training services)		As work is performed (over time), typically on the input method based on hours incurred		Generally, within 30-60 days of invoicing (upon completion of services)
Training		As the training is delivered (over time), typically one to five days		Generally, within 30-60 days of services being performed


							Service revenue
	Product			Service revenue			(professional
Three months ended March 31, 2026	revenue			(maintenance)			services)			Total revenue
United States	$	20,941		$	33,733		$	17,904		$	72,578
Europe, Middle East and Africa		16,962			14,683			7,425			39,070
Asia Pacific		27,934			9,230			3,763			40,927
Other		2,277			6,021			1,733			10,031
	$	68,114		$	63,667		$	30,825		$	162,606


			Unbilled		Deferred		Deferred
	Accounts		accounts		revenue		revenue
	receivable		receivable		(current)		(long-term)
Balance at January 1, 2026	$	161,007	$	70,878	$	124,425	$	31,654
Increase (decrease), net		(19,051)		(8,776)		(1,806)		769
Balance at March 31, 2026	$	141,956	$	62,102	$	122,619	$	32,423


		Weighted
		Average
		Grant Date
	Shares	Fair Value
Unvested balance at January 1, 2026	9,928,256	$	3.12
Granted	56,752	$	2.81
Vested	(177,343)	$	2.98
Forfeited	(146,912)	$	3.57
Unvested balance at March 31, 2026	9,660,753	$	3.59


			March 31,			December 31,
	Classification		2026			2025
Assets:
Operating lease assets	Operating lease right-of-use assets		$	44,010		$	46,240

Liabilities:
Current Operating	Operating lease liabilities		$	11,601		$	11,699
Non-Current Operating	Operating lease liabilities, net of current			57,042			60,159
Total Operating lease liabilities			$	68,643		$	71,858


		Operating
		leases
Remainder of 2026		$	13,222
2027			16,561
2028			13,903
2029			11,547
2030			8,450
2031 and beyond			31,716
Total lease payments			95,399
Less: interest			(26,756)
Present value of lease liabilities		$	68,643


								Decrease
		Three months ended						from prior year
		March 31,			March 31,
		2026			2025			$			%
Product		$	68,114		$	81,991		$	(13,877)		(16.9)	%
Service			94,492			99,288			(4,796)		(4.8)	%
Total revenue		$	162,606		$	181,279		$	(18,673)		(10.3)	%


								Increase/(decrease)
		Three months ended						from prior year
		March 31,			March 31,
		2026			2025			$		%
Cost of revenue:
Product		$	49,425		$	57,893			(8,468)	(14.6)	%
Service			38,928			35,628			3,300	9.3	%
Amortization of acquired technology			4,562			5,388			(826)	(15.3)	%
Total cost of revenue		$	92,915		$	98,909			(5,994)	(6.1)	%

Gross profit		$	69,691		$	82,370		$	(12,679)	(15.4)	%
Gross margin			42.9	%		45.4	%


								Increase
		March 31,			March 31,			from prior year
		2026			2025			$			%
Three months ended		$	44,445		$	43,568		$	877		2.0	%


Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of November 14, 2019, by and among the Registrant, Ribbon Communications Israel Ltd., Eclipse Communications Ltd., ECI Telecom Group Ltd. and ECI Holding (Hungary) Korlátolt Felelősségű Társág (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed November 14, 2019 with the SEC).
2.2		Amended and Restated Purchase Agreement, dated December 1, 2020, among Ribbon Communications Inc., Ribbon Communications Operating Company, Inc., Ribbon Communications International Limited and American Virtual Cloud Technologies, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed December 7, 2020 with the SEC).
3.1		Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K12B, filed October 30, 2017 with the SEC).
3.2		Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed November 28, 2017 with the SEC).
3.3		Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed March 30, 2023 with the SEC).
3.4		Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed August 4, 2023 with the SEC).
3.5		Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed May 30, 2025 with the SEC).
3.6		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).
10.1	*	First Amendment and Limited Waiver to Credit Agreement, dated May 5, 2026
31.1	*	Certificate of Ribbon Communications Inc. Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	*	Certificate of Ribbon Communications Inc. Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	#	Certificate of Ribbon Communications Inc. Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	#	Certificate of Ribbon Communications Inc. Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	*	Inline XBRL Instance Document
101.SCH	*	Inline XBRL Taxonomy Extension Schema
101.CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	*	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	*	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase
104	*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	RIBBON COMMUNICATIONS INC.


	By:	/s/ Eric Marmurek
		Eric Marmurek
		Executive Vice President, Chief Financial Officer and Chief Accounting Officer
		(Principal Financial Officer)

	Date: May 6, 2026

Level	Consolidated Net Leverage Ratio	Applicable Margin for SOFR Loans	Applicable Margin for ABR Loans
II	< 3.75:1.00 and ≥2.40:1.00	6.25%	5.25%

III	< 2.40:1.00 and ≥1.90:1.00	6.00%	5.00%

IV	< 1.90:1.00	5.75%	4.75%

Four Consecutive Fiscal Quarter Ending	Consolidated Net Leverage Ratio
September 30, 2024	4.75:1.00
December 31, 2024	4.75:1.00
March 31, 2025	4.75:1.00
June 30, 2025	4.75:1.00
September 30, 2025	4.75:1.00
December 31, 2025	4.75:1.00
March 31, 2026	4.00:1.00
June 30, 2026	4.00:1.00 Compliance waived pursuant to the First Amendment and Limited Waiver
September 30, 2026	4.50:1.00
December 31, 2026 and each fiscal quarter thereafter	4.00:1.00”

	/s/ Bruce McClelland
	Bruce McClelland
	President and Chief Executive Officer
	(Principal Executive Officer)