RingCentral Inc

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, the following officer, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, as follows:

On December 12, 2024, Abhey Lamba, our Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 81,387 shares of Class A common stock. The number of shares that may be sold under the trading arrangement may also be increased by the number of shares of the company’s Class A common stock, if any (not yet determinable) that are awarded to Mr. Lamba under the company’s employee equity bonus and executive equity compensation plans. The number of shares that may be sold under the trading arrangement 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 trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until December 31, 2025 or earlier if all transactions under the trading arrangement are completed.

No other officers or directors, 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,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

Appointment of President and Chief Operating Officer

We are providing the following disclosures 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 February 19, 2025, the Company’s board of directors appointed Kira Makagon as President and Chief Operating Officer of the Company, effective immediately.

Ms. Makagon, age 61, has served as the Company’s Chief Innovation Officer since July 2019 as well as Chief Marketing Officer since February 2024, and prior to that as Executive Vice President, Innovation, from August 2012 to July 2019. Prior to joining the Company, Ms. Makagon founded and served in senior leadership positions, including Chief Executive Officer, at a variety of companies in the technology space. Ms. Makagon holds a B.A. in Computer Science from the University of California, Berkeley and an M.B.A. from the University of California, Berkeley, Haas School of Business.

In connection with her appointment as President and Chief Operating Officer of the Company, Ms. Makagon 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 Ms. Makagon’s quarterly base salary, subject to the terms of the Company’s Executive Bonus 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 having an aggregate value of $5,000,000 (the “Initial Equity Grant”). The Initial Equity Grant will vest over an approximately four-year period as follows: provided Ms. Makagon remains a service provider of the Company through the applicable vesting date, one-sixteenth of the Initial Equity Grant will vest in equal quarterly installments on each quarterly vesting date (first trading day on or after March 1, June 1, September 1 and December 1 of each year), with the first vesting date occurring on the first trading day on or after June 1, 2025.

The Offer Letter also provides for a grant of performance-based RSUs having an aggregate value of $5,000,000 (the “Performance-Based Equity Grant”). The Performance-Based Equity Grant will vest as to one-third of the RSUs on March 1, 2026, and as to the remaining two-thirds of the unvested RSUs in equal quarterly installments over a two-year period, with all vesting contingent on the achievement of performance-based metrics determined by the Company’s board of directors on or before March 31, 2025, 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 Performance-Based Equity Grant will vest on the same three-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 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 certain trading days that occur during February 2025.

Ms. Makagon will become an “Eligible Employee” under the Company’s Change of Control and Severance Policy (the “Severance Policy”) and is eligible to receive equity acceleration and other severance benefits under the Severance Policy upon certain terminations of her employment with the Company, as described therein.

The foregoing description of Ms. Makagon’s compensation, terms and conditions of her employment and treatment of Ms. Makagon upon the termination of her employment under certain circumstances is qualified in its entirety by (i) the full text of the Offer Letter, which will be filed with the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2025, and (ii) the Severance Policy, a copy of which is filed as Exhibit 10.19 to this Annual Report.

The Company entered into its standard form of indemnification agreement with Ms. Makagon, a copy of which is filed as Exhibit 10.8 to this Annual Report.

Other than the indemnification agreement described in the preceding sentence, Ms. Makagon 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 Ms. Makagon and any other persons pursuant to which Ms. Makagon was appointed President and Chief Operating Officer, and there are no family relationships between Ms. Makagon and any director or executive officer of the Company.

Appointment of Chief Accounting 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 February 19, 2025, the Company’s board of directors appointed Tarun Arora to succeed Vaibhav Agarwal as the Company’s Chief Accounting Officer, effective as of February 27, 2025. Mr. Agarwal will take on a new role as Chief Transformation Officer and continue as the Company's Deputy Chief Financial Officer.

Mr. Arora, age 46, has served as the Company’s Senior Vice President, Corporate Controller, since October 2022, and prior to that as Vice President, Corporate Controller, from October 2020 to November 2022, and as Head of Global Accounting Operations from September 2019 to October 2020. Prior to joining the Company, Mr. Arora served as the Corporate Controller for Renesas Electronics America. Mr. Arora also served in management positions, including Senior Manager, at Pricewaterhouse Coopers LLP and Ernst & Young. Mr. Arora is a CPA, Chartered Accountant, and he has an undergraduate degree in accounting and finance from the University of Delhi, India.

In connection with his appointment as Chief Accounting Officer of the Company, Mr. Arora will receive an annual base salary of $400,000 and a quarterly management-by-objective (“MBO”) bonus opportunity equal to 50% of his quarterly base salary, subject to the terms of the Company’s Executive Bonus Plan.

He will also receive a grant of time-based restricted stock units that cover shares of the Company’s Class A common stock having an aggregate value of $2,000,000 (the “CAO Equity Grant”). The CAO Equity Grant will vest over an approximately three-year period as follows: provided Mr. Arora remains a service provider of the Company through the applicable vesting date, one-twelfth of the CAO Equity Grant will vest in equal quarterly installments on each quarterly vesting date (first trading day on or after March 1, June 1, September 1 and December 1 of each year), with the first vesting date occurring on the first trading day on or after June 1, 2025.

The value of the CAO Equity Grant 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 certain trading days that occur during February 2025.

Mr. Arora will also become an “Eligible Employee” under the Severance Policy, a copy of which is filed as Exhibit 10.19 to this Annual Report, and will be eligible to receive equity acceleration and other severance benefits under the Severance Policy upon certain terminations of his employment with the Company, as described therein.

The Company will enter into its standard form of indemnification agreement with Mr. Arora, a copy of which is filed as Exhibit 10.8 to this Annual Report.

Other than the indemnification agreement described in the preceding sentence, Mr. Arora 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. Arora and any other persons pursuant to which Mr. Arora was appointed Chief Accounting Officer, and there are no family relationships between Mr. Arora and any director or executive officer of the Company.