RingCentral Inc

During our last fiscal quarter, the following director and officer, respectively, adopted a “Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, as follows:

On August 12, 2024, Robert Theis, a member of ourboard of directors, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 4,372 shares of Class A common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until November 11, 2025 or earlier if all transactions under the trading arrangement are completed.

On September 13, 2024, Vaibhav Agarwal, our Chief Accounting Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 111,879 shares of Class A common stock (the “September 2024 Trading Plan”). The number of shares that may be sold under the September 2024 Trading Plan may also be increased by the number of shares of Class A common stock, if any (not yet determinable), that are awarded to Mr. Agarwal under the Company’s employee equity bonus and executive equity compensation plans. The number of shares that may be sold under the September 2024 Trading Plan will be reduced by the number of shares (not yet determinable) withheld to satisfy tax obligations upon the vesting of certain outstanding equity awards. The September 2024 Trading Plan is intended to satisfy the affirmative defense in Rule 10b5-1(c). The September 2024 Trading Plan goes into effect, with respect to any potential trading activity, following the expiration of Mr. Agarwal’s current 10b5-1 trading arrangement, which was entered into on December 15, 2023 (the “December 2023 Trading Plan”), and the duration of the trading arrangement is until February 28, 2026 or earlier if all transactions under the trading arrangement are completed. The September 2024 Trading Plan does not modify or terminate the December 2023 Trading Plan in any respect and the timing of any trading activity under the two plans does not overlap.

The December 2023 Trading Plan provides for the sale from time to time of up to 100,855 shares of Class A common stock. The number of shares that may be sold under the December 2023 Trading Plan includes shares of Class A common stock that are awarded to Mr. Agarwal under the Company’s employee equity bonus and executive equity compensation plans. The number of shares that may be sold under the December 2023 Trading Plan will be reduced by the number of shares (not yet fully determinable) withheld to satisfy tax obligations upon the vesting of certain outstanding equity awards. The December 2023 Trading Plan is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until March 15, 2025 or earlier if all transactions under the trading arrangement are completed.

No other directors or officers, as defined in Rule 16a-1(f), have adopted and/orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408, during the last fiscal quarter.

Appointment of Interim “Principal Financial Officer”

We are providing the following disclosure in lieu of filing a Current Report on Form 8-K relating to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers):

On November 5, 2024, the Company’s board of directors appointed Vaibhav Agarwal, the Company’s deputy Chief Financial Officer and Chief Accounting Officer, to act as the Company’s interim “principal financial officer” under Section 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) until the Effective Date (as defined below).

Mr. Agarwal, age 48, joined RingCentral in 2016 as its Vice President, Corporate Controller, and has served as the deputy Chief Financial Officer since May 2022 and Chief Accounting Officer since April 2019, and previously served as interim Chief Financial Officer from January 2022 to May 2022. Mr. Agarwal is a Chartered Accountant from India and a Certified Public Accountant (Inactive) in California.

Mr. Agarwal has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act nor are any such transactions currently proposed. There are no family relationships between Mr. Agarwal and any director or executive officer of the Company.

There is no material compensatory plan, contract or arrangement to which Mr. Agarwal is a party or in which he will participate in connection with his appointment as interim “principal financial officer.”

Appointment of Chief Financial Officer

We are providing the following disclosure in lieu of filing a Current Report on Form 8-K relating to Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers).

On November 5, 2024, the Company’s board of directors appointed Abhey Lamba as Chief Financial Officer (“CFO”) of the Company. Mr. Lamba will join the Company in his new role by December 2, 2024 (the “Effective Date”), at which date, he will act as both CFO and “principal financial officer” under Section 16a-1(f) of the Exchange Act, replacing Mr. Agarwal in his position as the interim “principal financial officer.”

Mr. Lamba, age 53, joined Amazon Web Services, Inc. (“AWS”), an IT and cloud services company, in January 2024 as its Vice President, Finance for AWS Infrastructure. From April 2021 to January 2024, Mr. Lamba served as Senior Vice President and CFO of Customer Experience and Operations Finance at Cisco Systems, Inc., a software development company. Prior to that, Mr. Lamba served in a variety of roles for Autodesk, Inc., a software development company, from June 2018 to

April 2021, most recently as Vice President of Go-to-Market Finance from March 2020 to April 2021 and before that as Vice President of Investor Relations from June 2018 to November 2020. Mr. Lamba was also at Mizuho Financial Group, Inc., a financial services company, from November 2011 to June 2018, and last served as Managing Director and Senior Technology Analyst in its IT Hardware and Software Research practice. Mr. Lamba holds an M.B.A. from the Wharton School at the University of Pennsylvania, an M.S. in Mechanical Engineering from the University of Connecticut, and a B.S. in Mechanical Engineering from the Indian Institute of Technology.

In connection with his appointment as CFO, Mr. Lamba signed an offer letter (the “Offer Letter”) that provides for a starting annual base salary of $500,000 and a quarterly management-by-objective (“MBO”) bonus opportunity equal to 100% of Mr. Lamba’s quarterly base salary, subject to the terms of the Company’s Executive Incentive Plan.

The Offer Letter provides for an initial grant of time-based restricted stock units that cover shares of the Company’s Class A common stock (“RSUs”) having an aggregate value of $5,000,000 (the “Initial Equity Grant”). The Initial Equity Grant will vest as to 25% of the RSUs on November 20, 2025, and, beginning on February 20, 2026, the remaining 75% of the unvested RSUs will vest in equal quarterly installments on each quarterly vesting date (February 20, May 20, August 20, and November 20) during the following 3-year period, provided Mr. Lamba remains a service provider of the Company through the applicable vesting date.

The Offer Letter also provides for a grant of performance-based RSUs having an aggregate value of $5,000,000 (the “CFO Performance-Based Equity Grant”). The CFO Performance-Based Equity Grant will vest as to 25% of the RSUs on February 20, 2026, and as to the remaining 75% of the unvested RSUs in equal quarterly installments over a 3-year period, with all vesting contingent on the Company achieving performance-based metrics determined by the Company’s board of directors on or before the date of the Company’s release of its first quarter 2025 earnings, provided that if the Company’s board of directors does not establish such performance-based metrics on or prior to March 31, 2025, then the CFO Performance-Based Equity Grant will vest on the same 4-year vesting schedule, and subject to the same terms and conditions, as the Initial Equity Grant.

The value of the Initial Equity Grant and the CFO Performance-Based Equity Grant each will be converted into a number of RSUs based upon the average closing price of a share of the Company’s Class A common stock (as quoted on the New York Stock Exchange) during the first 15 consecutive calendar days of December 2024.

The Offer Letter also provides for a “Sign-On Bonus” in the form of RSUs and performance-based RSUs (“PSUs”) and having an aggregate value of $2,000,000, to be paid as follows: (i) RSUs having an aggregate value of $1,000,000 of which (A) $750,000 shall vest in equal installments of $187,500 on each of February 20, May 20, August 20, and November 20, 2025, and (B) $250,000 shall vest in equal installments of $62,500 on each of February 20, May 20, August 20, and November 20, 2026; and (ii) PSUs having an aggregate value of $1,000,000, of which (A) $750,000 shall vest on February 20, 2026, subject to and contingent upon achievement of the same performance-based metrics as the CFO Performance-Based Equity Grant, and (B) $250,000 shall vest on February 20, 2027, with all vesting subject to and contingent upon the Company achieving performance based metrics for the 2026 fiscal year as determined by the Board on or before the date of the Company’s release of quarterly earnings for the first quarter of 2026. The value of each installment of the Sign-On Bonus will be converted into a number of RSUs based upon the average closing price of a share of the Company’s Class A common stock (as quoted on the New York Stock Exchange) during the first 15 consecutive calendar days of December 2024.

Mr. Lamba will become an “Eligible Employee” under the Company’s Change of Control and Severance Policy (the “Severance Policy) and is entitled to the terms and conditions covering double-trigger equity acceleration upon a Change of Control and severance as described therein.

If Mr. Lamba’s employment is terminated by the Company without cause (including as a result of his death or “disability” (as defined in the Severance Policy)) or he terminates his employment for “good reason,” on or within 3 months before or 12 months following a change of control (the “change in control period”), then Mr. Lamba will be eligible to receive the following severance benefits, subject to his timely execution and non-revocation of a separation agreement and release of claims:

• A salary severance payment of 12 months of Mr. Lamba’s applicable annual base salary.

• Payment or reimbursement of continued health coverage for Mr. Lamba and Mr. Lamba’s dependents under COBRA premiums through the 12-month anniversary of the date of the termination of employment.

• 100% of Mr. Lamba’s outstanding equity awards will vest, and to the extent applicable, become immediately exercisable.

Further, if Mr. Lamba’s employment is terminated by the Company without cause (including as a result of his death or “disability” as defined in the Severance Policy)) or he terminates his employment for good reason at any time other than during the change in control period, then, Mr. Lamba will be eligible to receive the following severance benefits, subject to his timely execution and non-revocation of a separation agreement and release of claims:

• A salary severance payment of 12 months of Mr. Lamba’s applicable annual base salary.

• Payment or reimbursement of continued health coverage for Mr. Lamba and Mr. Lamba’s dependents under COBRA premiums through the 12-month anniversary of the date of the termination of employment.

• 1 year of vesting of Mr. Lamba’s outstanding equity awards will accelerate.

The foregoing description of Mr. Lamba’s compensation, terms and conditions of his employment and treatment of Mr. Lamba upon certain termination of his employment under certain circumstances is qualified in its entirety by (i) the full text of the Offer Letter, which is being filed as Exhibit 10.1 with this quarterly report on Form 10-Q for the quarter ended September 30, 2024, and (ii) the Severance Policy, which was filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on February 22, 2024, which is incorporated herein by reference.

The Company will enter into its standard form of indemnification agreement with Mr. Lamba, a copy of which was filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed on February 22, 2024.

Other than the indemnification agreement described in the preceding sentence, Mr. Lamba has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act, nor are any such transactions currently proposed. There are no arrangements or understandings between Mr. Lamba and any other persons pursuant to which Mr. Lamba was appointed Chief Financial Officer, and there are no family relationships between Mr. Lamba and any director or executive officer of the Company.

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.