Ribbon Communications Inc.

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Adjusted EBITDA (pre-bonus) were approximately $443 million and $71 million, respectively, which would result in a second-half payout of approximately 13% under the SMCIP, and a total full year payout (given the respective weighting of the first half (30%) and second half (70%)) of approximately 32%. However, in reviewing the Company’s 2025 results, in particular the Company’s sales in the fourth quarter compared to internal expectations, the Compensation Committee, in consultation with the Board, elected to use its discretion under the SMCIP to decrease the payouts to participants to levels equivalent to the Company achieving 30% of target for the full year. The Compensation Committee did not further adjust the individual payout under the SMCIP to any NEO based on his individual performance in 2025.

As a result, the bonuses paid to the NEOs in 2025 under the SMCIP were as follows:

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(1)

Reflects pro-rated cash bonus for period October 20, 2025 through December 31, 2025 based on 100% of target pursuant to terms of Mr. McCaffery’s employment agreement.

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(2)

Prorated cash bonus payable through September 30, 2025, the effective date for Mr. Redington’s termination from Ribbon.

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Annual Equity-Based Incentives

Equity-based incentives are provided to executives whose decisions and actions have a direct impact upon our long-term performance and success. PSUs and RSUs were granted to our executive officers in 2025 to link a significant portion of their compensation directly to our long-term success, which aligns with the Compensation Committee’s philosophy. In determining the size of the PSU and RSU awards granted to each executive officer in 2025, the Compensation Committee considered a multitude of factors including:

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the executive officer’s role,

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past performance,

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anticipated contribution to our long-term goals,

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areas of focus for the year,

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market data,

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equity granted in prior years, and

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existing levels of stock ownership.

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As previously noted in last year’s proxy statement, because of the limited number of shares available under our incentive award plan at that time, the annual equity awards granted to the NEOs in 2024 were smaller than normal. As a result, following the adoption at the 2025 annual meeting of stockholders of our 2025 Incentive Award Plan (the “2025 Plan”), we made additional grants to the NEOs (the “True-up Awards”) to approximately reflect the additional awards that would have been made in 2024 had sufficient shares been available under the existing plan at that time. In addition, as discussed further below under “— McClelland Strategic Achievement Award,” we also made an additional equity grant to Mr. McCelland in 2025. Mr. McCaffery, who joined Ribbon in October 2025, received equity awards, as discussed below under “— McCaffery Sign-On Awards,” in connection with his appointment as Executive Vice President, Global Sales of the Company.

The aggregate equity grants made to our NEOs in 2025 are shown in the table below.

46 | Ribbon Communications Inc. 2026 Proxy Statement