RingCentral Inc

Third Amendment and Fourth Amendment to Credit Agreement

We are providing the following disclosure in lieu of filing a Current Report on Form 8-K relating to Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-

Balance Sheet Arrangement of a Registrant): On August 2, 2024, the Company entered into the Third Amendment to Credit Agreement (the “Third Amendment”), among the Company, the other loan parties party thereto, MUFG Bank, Ltd. and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”). The Amendment amends the Credit Agreement, dated as of February 14, 2023 (the “Credit Agreement”, and as amended by the First Amendment to Credit Agreement, dated as of August 15, 2023, the Second Amendment to Credit Agreement, dated as of November 2, 2023, the Third Amendment, and the Fourth Amendment (as defined below), the “Amended Credit Agreement”), among the Company, the lenders from time to time party thereto, the Administrative Agent and the Collateral Agent, to extend the delayed draw termination date for the undrawn $75.0 million of existing delayed draw term loan commitments from August 2, 2024 to May 2, 2025. The Company will continue to pay a quarterly ticking fee at a rate of 0.500% per annum on the daily unused amount of the existing delayed draw term loan commitments to, but excluding, the earlier of the funding date of such delayed draw term loans and May 2, 2025.

On August 6, 2024, the Company entered into the Fourth Amendment to Credit Agreement (the “Fourth Amendment”), among the Company, the other loan parties party thereto, the lenders party thereto, the Administrative Agent and the Collateral Agent. The Amendment amends the Credit Agreement to provide additional delayed draw term loan commitments in an aggregate principal amount of up to $275.0 million in accordance with the incremental loan provisions of the Credit Agreement. The Company is required to pay a quarterly ticking fee at a rate of 0.350% per annum, increasing to 0.500% per annum on February 6, 2025, on the daily unused amount of such new delayed draw term loan commitments to, but excluding, the earlier of the funding date of such new delayed draw term loans and May 6, 2025. Once borrowed, the additional delayed draw term loans will bear interest, at the Company’s option, at either (a) a base rate, defined as a fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.50% per annum, and (iii) an adjusted term SOFR rate determined on the basis of a one-month interest period, plus 1.00%, in each case, plus a margin of between 0.75% and 1.25%; and (b) an adjusted term SOFR rate (based on one, three or six month interest periods), plus a margin of between 1.75% and 2.25%. The applicable margin in each case is determined based on the Company’s total net leverage ratio.

As of August 6, 2024, there was $380.0 million in aggregate principal amount of term loans and no revolving loans or letters of credit outstanding under the Amended Credit Agreement. Following the Fourth Amendment, the aggregate principal amount of available term loan commitments under the Amended Credit Agreement equaled $350.0 million.

Certain of the lenders under the Amended Credit Agreement and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or the Company’s affiliates. They have received, or may in the future receive, customary fees and commissions for those transactions.

Refer to Note 6, Long-Term Debt, in the accompanying notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our Credit Agreement.

The foregoing description of the Third Amendment and the Fourth Amendment and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the Third Amendment and the Fourth Amendment, copies of which will be filed with the Securities and Exchange Commission in a subsequent periodic reportand are incorporated herein by reference.

Item 6. Exhibits.

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Quarterly Report on Form 10-Q.