Ribbon Communications Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Ribbon Communications Inc.

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Dear Fellow Stockholders,

As we enter 2025, I believe Ribbon Communications Inc. (“Ribbon”) is in the strongest position we have been in over the last five years. Our customer base has expanded and diversified, we have deepened our relationship with current customers, we have strengthened our balance sheet, and we have improved visibility on the year ahead. We finished the final quarter of 2024 with strong momentum across almost all areas of our business, and achieved the highest levels of revenue and Adjusted EBITDA in the history of Ribbon!

I would like to thank you for your continued support and investment over this last year. Our stockholders are instrumental in our journey of growth and success, and I remain dedicated to enhancing stockholder value.

Key Accomplishments

The biggest highlight of the year was the return to growth in our Cloud & Edge business with sales increasing 6% and profitability improving 16% year-over-year. Our Cloud & Edge business with U.S. Tier One Service Providers doubled compared to 2023 and was underpinned by a new multi-year contract with our largest customer, Verizon, to support modernizing their telecom voice infrastructure. The initial phase of the project is a three-year program, and we expect considerable activity for the years following. Additionally, we have a number of incremental projects in both the U.S. and Europe that we expect will maintain a solid growth trajectory with our Service Provider

customers in 2025 and beyond.

The other key area of growth for us in 2024 was with our Enterprise customers, including a growing business with different agencies of the U.S. federal government. Sales into this combined market segment increased more than 60% in 2024 compared to 2023 and provide important customer diversification for the company.

Sales in our IP Optical Networks segment missed our growth goal in 2024, but that was primarily a result of the suspension of shipments to Eastern Europe starting in the second quarter of 2024 as the war in the Ukraine continued and U.S. and global sanctions increased.

Despite the lower IP Optical Networks revenue, margins in the business were strong and our continued focus on cost containment resulted in Adjusted EBITDA growth of 30% compared to 2023 for the company, coming in at the high end of our original guidance for the year.

The continued improvement in the business over the last 24 months enabled us to re-finance our credit facility last year, putting in place a new five year term credit facility.We ended 2024 with a strong balance sheet and cash of $90 million, creating a great foundation for continued profitable growth in 2025. The industry focus on network modernization to reduce operating costs, and the investment being made to expand the reach and capacity of fiber networks are the main catalysts for growth in our business, and are helping to drive an overall improving market and investment cycle that we will work to capitalize on in 2025.

Strategy in 2025

I expect many of these trends to continue this year as we target approximately 5% revenue growth and greater than 10% growth in Adjusted EBITDA. We will continue to focus on cross-selling our entire portfolio to our broad base of customers, with a particular emphasis on further expanding our market share in North America.

Innovation remains a top priority as we continue to enhance all aspects of our portfolio. This includes significant enhancements to our IP Routing solutions, new variants of our Optical Transport platforms, additional Information Security features, and adaptation of our voice products to cloud-native implementations. Our customers are excited to embrace AI to further automate their

​ networks and accelerate the deployment of new features, and we continue to see very strong interest in our advanced analytics platform to support these initiatives by reducing cycle times and lowering network implementation costs.

We also plan to invest more in our Professional Services capabilities and practices, where we believe we have a unique employee talent pool that has knowledge across multiple generations of voice and data networking that is in very high demand and an important differentiator for us.

From a macro perspective, there is more optimism across the industry as supply chain and inventory challenges continue to abate, inflation slowly reverses, and interest rates normalize over time. There is also the promise of resolution of global conflicts in regions such as Israel and the Ukraine that we expect would be a significant tail wind for our business.

The Future Looks Bright

Ultimately, the success of our business is tied to our people and the common focus we have on our mission to become a recognized global technology leader. I cannot thank the Ribbon team enough for their dedication and perseverance, adapting and overcoming all obstacles.

We believe that transparency and systematic engagement with our stockholders is key to strong corporate governance. In the last 12 months we have spoken regularly with stockholders that represent more than 60% of our outstanding shares, and discussed a variety of topics including our strategy, the financial performance of the company, broader industry dynamics, and regulatory changes. This dialogue is a fundamental part of the operating cadence of the company.

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 2025.

Sincerely,

NOTICE OF 2025 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 2025 Annual Meeting for a purpose germane to the 2025 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 2025 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 2025 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 2025 Annual Meeting. If you send in your proxy card, you may still decide to attend the 2025 Annual Meeting and vote your shares electronically. Your proxy is revocable in accordance with the procedures set forth in the accompanying proxy statement.