Marmurek Eric S 4
4 · Ribbon Communications Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Ribbon (RBBN) CFO Eric Marmurek Receives Award; Shares Withheld
What Happened
Eric S. Marmurek, Chief Financial Officer of Ribbon Communications (RBBN), had a series of restricted share units (RSUs) and performance share units (PSUs) convert into common stock on April 17, 2026 and May 15, 2026. A total of 154,814 shares were issued upon vesting/conversion (codes M — exercise/conversion of derivative). To satisfy tax withholding obligations (code F), the issuer withheld 61,005 shares for taxes, generating cash of approximately $162,779. Net shares added to Marmurek’s position after withholding were about 93,809 shares.
Key Details
- Transaction dates: April 17, 2026 and May 15, 2026; Form 4 filed May 19, 2026.
- Shares issued on vesting/conversion (M): 154,814 total (48,328; 25,651 on 4/17; 23,146; 31,646; 26,043 on 5/15).
- Shares withheld for taxes (F): 61,005 shares (19,107 and 10,092 on 4/17 at $2.71; 9,107, 12,452, 10,247 on 5/15 at $2.63) totaling ~$162,779.
- Net new shares to Marmurek after withholding: ~93,809 shares.
- Footnotes: RSUs/PSUs convert one-for-one (F1). PSU payout percentages for the related performance periods are disclosed (see F3–F5) and certain RSU vesting schedules noted (F6–F7). F2 confirms shares were withheld to satisfy tax withholding.
- Filing timeliness: Form filed May 19, 2026. The April 17, 2026 vesting appears to have been reported after the SEC’s usual two-business-day Form 4 deadline (i.e., late); the May 15, 2026 items were reported on May 19 (within two business days).
Context
- These were not open-market purchases or discretionary sales but automatic conversions of RSUs/PSUs into common stock (derivative exercises/vesting). The withheld shares reflect standard tax withholding by the company rather than a market sale by the insider.
- PSUs include performance-based awards; footnotes show percent-of-target earned for each award period, including a relative TSR-based PSU that paid at 130% of target for its period.
- For retail investors: such vesting is routine compensation realization by executives and does not necessarily signal a view on the stock. The main takeaways are the scale of the award and the number of shares withheld for taxes.
Insider Transaction Report
Form 4
Marmurek Eric S
EVP, Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-04-17+48,328→ 498,135 total - Tax Payment
Common Stock
[F2]2026-04-17$2.71/sh−19,107$51,780→ 479,118 total - Exercise/Conversion
Common Stock
[F1]2026-04-17+25,651→ 504,769 total - Tax Payment
Common Stock
[F2]2026-04-17$2.71/sh−10,092$27,349→ 494,677 total - Exercise/Conversion
Common Stock
[F1]2026-05-15+23,146→ 517,823 total - Tax Payment
Common Stock
[F2]2026-05-15$2.63/sh−9,107$23,951→ 508,176 total - Exercise/Conversion
Common Stock
[F1]2026-05-15+31,646→ 540,362 total - Tax Payment
Common Stock
[F2]2026-05-15$2.63/sh−12,452$32,749→ 527,910 total - Exercise/Conversion
Common Stock
[F1]2026-05-15+26,043→ 553,953 total - Tax Payment
Common Stock
[F2]2026-05-15$2.63/sh−10,247$26,950→ 543,706 total - Exercise/Conversion
Performance Share Units (PSUs)
[F1][F3]2026-04-17−25,651→ 0 total→ Common Stock (25,651 underlying) - Exercise/Conversion
PSUs
[F1][F4]2026-04-17−48,328→ 0 total→ Common Stock (48,328 underlying) - Exercise/Conversion
PSUs
[F1][F5]2026-05-15−23,146→ 0 total→ Common Stock (23,146 underlying) - Exercise/Conversion
RSUs
[F1][F6]2026-05-15−26,043→ 52,082 total→ Common Stock (26,043 underlying) - Exercise/Conversion
RSUs
[F1][F7]2026-05-15−31,646→ 31,645 total→ Common Stock (31,646 underlying)
Footnotes (7)
- [F1]Each Restricted Share Unit (RSU) and Performance Share Unit (PSU) converts into common stock on a one-for-one basis.
- [F2]Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the awards.
- [F3]The number of PSUs earned and issued upon vesting was determined based on goals (set by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") on an annual basis) for each of the three fiscal years ended December 31, 2025. Based on the Compensation Committee's determination of achievement of these pre-established financial goals, 32%, 70% and 36% of the shares subject to the 2023, 2024 and 2025 financial periods, respectively, were earned and vested on April 17, 2026.
- [F4]The number of PSUs earned and issued upon vesting was determined based on the Issuer's total shareholder return (TSR) compared to pre-established relative TSR goals, based on the TSR of a peer index of companies (set by the Compensation Committee at the time of grant) over the three fiscal years ended December 31, 2025. Based on the Compensation Committee's determination of achievement of the pre-established TSR goal, 130% of the shares subject to the PSU award were earned and vested on April 17, 2026.
- [F5]The number of PSUs earned and issued upon vesting was determined based on goals (set by the Compensation Committee on an annual basis) for each of the two fiscal years ended December 31, 2025. Based on the Compensation Committee's determination of achievement of these pre-established financial goals, 70% and 36% of the shares subject to the 2024 and 2025 financial periods, respectively, were earned and vested on May 15, 2026.
- [F6]The RSUs were granted on May 15, 2025 and vested as to one-third on May 15, 2026; the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through May 15, 2028.
- [F7]The RSUs were granted on May 15, 2025 and vested as to one-half on May 15, 2026; the remaining one-half of the RSUs will vest in two equal semi-annual installments thereafter through May 15, 2027.
Signature
Patrick Macken, By POA for Rick Marmurek, EVP, CFO|2026-05-19