Bucci Sam 4

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).