Ribbon Communications Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Ribbon Communications Inc.

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Dear Stockholders,

As we approach the 2024 annual stockholders meeting, I would like to thank you for your support and investment in Ribbon Communications Inc. (“Ribbon”) over this last year. Your trust and confidence in our vision and strategy is one the key pillars to our success.

At the forefront of Ribbon’s agenda is our dedication to enhancing shareholder value. Our shareholders are instrumental in our journey of growth and success.

Reflecting on 2023

This last year has been a transformative year for Ribbon and it was marked by many key milestones.

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The diversification in our business was extremely important last year. Despite significantly lower spending from the large U.S. Tier One service providers, Ribbon’s sales increased 1% year over year.

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Sales in our IP Optical Networks business grew 12% in 2023 as our cross-selling strategy continued to gain momentum and accounted for over 20% of sales in the segment. This included growth and new wins in key regions including North America, India, Japan, and Middle East Africa.

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In our Cloud & Edge segment, sales to Enterprise customers increased 26% in 2023. This included Fortune 1000 customers in multiple market verticals including finance, healthcare, and energy, as well as breakthrough sales to U.S. federal agencies as they begin to modernize their communication infrastructure. We also had success expanding our global footprint with several international service provider voice network transformation projects.

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Profitability for Ribbon improved significantly with a 41% improvement in adjusted EBITDA (please see Appendix A of the accompanying proxy statement for a reconciliation of this non-GAAP measure) as compared to 2022. This included a positive contribution from our IP Optical Networks segment in the second half of the year — a major milestone for the business!

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Improving our balance sheet continues to be a top priority. In 2023, we reduced our operational expenses by over $20M, and with the help of our investors, we reduced our senior term loan debt by $95M.

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Innovation is also top of our agenda, and this was reflected by the introduction of multiple new products across our portfolio. We added new routing platforms that significantly expand our addressable market, and we introduced a new optical transport platform, the Apollo 9400, that includes support for industry-leading 1.2Terabit per second optical wavelengths. We also continue to add new applications to our Analytics platform, leveraging AI to provide our customers with greater visibility and automation to manage their networks more effectively.

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Resiliency of our employees was demonstrated in October of last year when the world woke up to the terrible news of the war in Israel. Our primary focus then and now, is the safety and wellbeing of our employees and their families in the region.

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Our ongoing focus on sustainability and diversity were recognized with Ribbon once again being included in Newsweek’s List of America’s Most Responsible Companies for 2023, and being named one of Newsweek’s greatest workplaces for women in 2024.

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Momentum going into 2024

Looking forward to 2024 and beyond, we have a solid foundation to build on to profitably grow our business. The demand for more bandwidth continues to grow exponentially, fueling the investment in fiber network expansion particularly in the Intelligent Middle Mile. We expect new AI applications will super-charge this further with more stringent service level requirements. We believe this will be a catalyst for continued growth for Ribbon as we continue our cross-selling strategy and translate into significant value creation for our investors and employees.

We will continue to innovate and invest in new product capabilities to further differentiate our solution offerings. This includes enhancements to Muse TM, our IP routing Network Operating System, additional high capacity routing platforms, and innovative use of coherent optics across both transport and routing to achieve the lowest possible cost of ownership for our customers.

We will also continue to lead in the migration of telecommunications network services to the cloud, supporting both public and private cloud deployment models. This flexible technology approach allows us to address the growing Enterprise and federal unified communications markets as well as global service providers.

We will stay focused on improving Ribbon's capital structure with further operational efficiencies and the planned refinancing of our current senior credit facility in the first half of this year.

And finally, we will continue to strive to deliver exceptional support for our customers with best in class products, with the goal of expanding our presence across the globe.

Your support is instrumental in our journey of growth and success. I want to personally thank you for your support and continued confidence in Ribbon this last year. Your participation in the stockholder’s meeting is invaluable, and we encourage you to exercise your voting rights bypromptly voting your proxy. Your input and feedback are essential as we strive to build a stronger, more resilient Ribbon in 2024.

Sincerely,

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NOTICE OF 2024 ANNUAL MEETING

OF STOCKHOLDERS

A complete list of our stockholders as of the Record Date will be available for examination by any stockholder during the ten days prior to the 2024 Annual Meeting for a purpose germane to the 2024 Annual Meeting by sending an email toir@rbbn.com, stating the purpose of the request and providing proof of ownership of Company stock. The list of stockholders will also be available during the virtual meeting after you enter the virtual meeting using the 16-digit control number you received with the Notice of Internet Availability of Proxy Materials, proxy card or voting instructions for the 2024 Annual Meeting. For additional information, see “How can I attend the meeting?” in the section entitled “Information about the Annual Meeting” in the Proxy Statement.

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Whether or not you expect to attend the 2024 Annual Meeting, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the 2024 Annual Meeting. If you send in your proxy card, you may still decide to attend the 2024 Annual Meeting and vote your shares electronically. Your proxy is revocable in accordance with the procedures set forth in the accompanying proxy statement.