RingCentral, Inc.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
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Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During our last fiscal quarter, the following director adopted a “Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, as follows:
On May 22, 2025, 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 5,610 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. Theis under the company’s non-employee director compensation program during the term of the trading arrangement. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until January 8, 2027 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.
Chief Financial Officer Transition
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 August 5, 2025, the Company announced the appointment of Vaibhav Agarwal as the Chief Financial Officer of the Company, effective immediately. Mr. Agarwal will succeed Abhey Lamba who resigned from his position as Chief Financial Officer on August 5, 2025. Mr. Lamba’s departure is not the result of any disagreement with the Company or its board of directors regarding its financial results, accounting principles, financial statement disclosures, or any matter relating to the Company’s operations, policies or practices.
Mr. Agarwal, age 49, has served as our Chief Transformation Officer since February 2025 and Deputy Chief Financial Officer since May 2022. He previously served as interim Chief Financial Officer in November 2024 and from January 2022 to May 2022, as Chief Accounting Officer from April 2019 to February 2025, and as Corporate Controller from July 2016 to April 2019. Mr. Agarwal is a Chartered Accountant from India and a Certified Public Accountant (Inactive) in California.
In connection with his appointment as Chief Financial Officer, Mr. Agarwal signed a supplemental offer letter (the “Supplemental Offer Letter”) that provides for the immediate 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 “Equity Grant”). The Equity Grant will vest as follows: provided Mr. Agarwal remains a service provider of the Company through the applicable vesting date, one-quarter of the Equity Grant will vest on September 1, 2027 and, thereafter, one-eighth of the 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). The other material terms of Mr. Agarwal’s compensation will remain unchanged. The foregoing description is a summary of the material terms of the Supplemental Offer Letter, does not purport to be complete, and is qualified in its entirety by reference to the Supplemental Offer Letter, a copy of which is filed hereto as Exhibit 10.2.
The Company has previously entered into its standard form of indemnification agreement with Mr. Agarwal, a copy of which is filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Other than the indemnification agreement described in the preceding sentence, 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 Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed. There are no family relationships between Mr. Agarwal and any director or executive officer of the Company.
Mr. Lamba will continue to serve as an executive advisor and provide transition services, as required, to the Company through December 31, 2025 pursuant to the terms of a transition agreement and release with the Company (the “Consulting Agreement”). Mr. Lamba will be paid approximately $290,000 per month for his services and upon providing a supplemental release of claims, subject to certain payment terms. All of Mr. Lamba’s unvested equity awards were cancelled as of August 5, 2025. The foregoing description is a summary of the material terms of the Consulting Agreement, does not purport to be complete, and is qualified in its entirety by reference to the Consulting Agreement, a copy of which is filed hereto as Exhibit 10.3.
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.
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