Bucci Sam 4
4 · Ribbon Communications Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Ribbon (RBBN) COO Sam Bucci Receives Awards; Shares Withheld for Taxes
What Happened
- Sam Bucci, Chief Operating Officer of Ribbon Communications (RBBN), had a mix 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 323,770 shares were issued on conversion. To satisfy tax withholding obligations, 173,310 shares were withheld (disposed) for cash of about $462,192, leaving a net issuance to Bucci of roughly 150,460 shares.
- Withholding payments reflected share prices of $2.71 (April 17 transactions) and $2.63 (May 15 transactions). The zero-dollar exercise entries reflect conversion of awards into common stock (derivative conversions), not a cash sale.
Key Details
- Transaction dates and prices:
- April 17, 2026: 149,114 shares converted (RSU/PSU); 79,818 shares withheld at $2.71 ($216,307 total withheld reported across related entries).
- May 15, 2026: 174,656 shares converted (RSU/PSU); 93,492 shares withheld at $2.63 ($245,885 total withheld reported across related entries).
- Combined withheld cash ≈ $462,192; combined converted shares = 323,770; withheld shares = 173,310; net shares retained ≈ 150,460.
- Shares owned after transaction: Not specified in the supplied filing data.
- Footnotes / notable vesting details:
- RSUs convert one-for-one into common stock (F1, F2).
- Various RSUs/PSUs vested per grant schedules: April 17, 2023 RSUs fully vested (F3); PSUs vested at differing achievement levels for 2023–2025 (F4–F6); May 15, 2025 RSUs/PSUs had partial vesting on May 15, 2026 with remaining installments scheduled through 2027–2028 (F7–F8).
- PSUs included both goal-based and relative TSR components; some PSU tranches earned at 32%, 70%, 36% or 130% depending on award and metric.
- Timeliness: The filing date is May 19, 2026. The April 17, 2026 vesting was reported late (filed ~32 days later). The May 15, 2026 transactions were filed on May 19, 2026 and therefore were timely (filed by the second business day).
Context
- These transactions are conversions of equity awards (derivative-to-stock), not open-market purchases or intentional sales for liquidity. The withheld-share entries (code F) reflect tax withholding by the company to satisfy Bucci’s tax obligations upon vesting — a routine, non-discretionary step that reduces the net shares delivered to the insider.
- Transaction codes: M = conversion/exercise of a derivative (here, RSU/PSU vesting), F = payment of exercise price or tax liability (share withholding).
Insider Transaction Report
Form 4
Bucci Sam
EVP, Chief Operating Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-04-17+25,815→ 474,626 total - Tax Payment
Common Stock
[F2]2026-04-17$2.71/sh−13,818$37,447→ 460,808 total - Exercise/Conversion
Common Stock
[F1]2026-04-17+42,753→ 503,561 total - Tax Payment
Common Stock
[F2]2026-04-17$2.71/sh−22,884$62,016→ 480,677 total - Exercise/Conversion
Common Stock
[F1]2026-04-17+80,546→ 561,223 total - Tax Payment
Common Stock
[F2]2026-04-17$2.71/sh−43,116$116,844→ 518,107 total - Exercise/Conversion
Common Stock
[F1]2026-05-15+38,578→ 556,685 total - Tax Payment
Common Stock
[F2]2026-05-15$2.63/sh−20,650$54,310→ 536,035 total - Exercise/Conversion
Common Stock
[F1]2026-05-15+52,743→ 588,778 total - Tax Payment
Common Stock
[F2]2026-05-15$2.63/sh−28,233$74,253→ 560,545 total - Exercise/Conversion
Common Stock
[F1]2026-05-15+83,335→ 643,880 total - Tax Payment
Common Stock
[F2]2026-05-15$2.63/sh−44,609$117,322→ 599,271 total - Exercise/Conversion
Restricted Share Units (RSUs)
[F1][F3]2026-04-17−25,815→ 0 total→ Common Stock (25,815 underlying) - Exercise/Conversion
Performance Share Units (PSUs)
[F1][F4]2026-04-17−42,753→ 0 total→ Common Stock (42,753 underlying) - Exercise/Conversion
PSUs
[F1][F5]2026-04-17−80,546→ 0 total→ Common Stock (80,546 underlying) - Exercise/Conversion
PSUs
[F1][F6]2026-05-15−38,578→ 0 total→ Common Stock (38,578 underlying) - Exercise/Conversion
RSUs
[F1][F7]2026-05-15−52,743→ 52,742 total→ Common Stock (52,743 underlying) - Exercise/Conversion
RSUs
[F1][F8]2026-05-15−83,335→ 166,665 total→ Common Stock (83,335 underlying)
Footnotes (8)
- [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 RSUs were granted on April 17, 2023 and are fully vested.
- [F4]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.
- [F5]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.
- [F6]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.
- [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.
- [F8]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.
Signature
Patrick Macken, By POA from Sam Bucci, EVP, Chief Operating Offcer|2026-05-19