Macken Patrick W 4
4 · Ribbon Communications Inc. · Filed May 19, 2026
Research Summary
AI-generated summary of this filing
Ribbon (RBBN) EVP Patrick Macken Exercises Awards; Shares Withheld
What Happened
Patrick W. Macken, EVP and Chief Legal Officer of Ribbon Communications (RBBN), had equity awards (RSUs and performance PSUs) vest and convert into 251,081 shares on April 17 and May 15, 2026. To satisfy tax-withholding obligations, the company withheld and disposed of 112,681 shares for cash withholding (totaling $300,626 across the two dates: $2.71 per share on April 17 and $2.63 per share on May 15). Net of withholdings, Macken received 138,400 shares. The transactions are conversions/vestings of awards (transaction code M for conversion, F for tax withholding), not open-market sales.
Key Details
- Transaction dates: April 17, 2026 and May 15, 2026; Form 4 filed May 19, 2026.
- Total shares converted/issued: 251,081. Shares withheld for taxes (disposed): 112,681; net shares retained: 138,400.
- Cash value withheld: $300,626 (Apr 17 withholdings at $2.71/share; May 15 withholdings at $2.63/share).
- Footnotes: RSUs/PSUs convert one-for-one to common stock; some awards were RSUs granted Apr 17, 2023 (fully vested) and May 15, 2025 (partial vesting); PSU payouts were based on pre-established financial and TSR goals with varying payout percentages (see filing footnotes F3–F8).
- Filing timeliness: Form filed May 19, 2026. The Form 4 deadline is typically two business days after a reportable transaction, so these vesting/conversion events were reported after the usual Form 4 window.
Context
These entries reflect routine vesting/conversion of company awards and the common practice of share withholding to cover tax liabilities (cashless withholding), not open-market selling or an independent sale signal. Transaction codes: M = exercise/conversion of a derivative (here, conversion of RSUs/PSUs), F = payment of exercise price or tax liability (shares withheld). For retail investors, award vestings and withheld sales for taxes are generally administrative and do not by themselves indicate insider buying or selling sentiment.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-04-17+20,652→ 364,198 total - Tax Payment
Common Stock
[F2]2026-04-17$2.71/sh−9,252$25,073→ 354,946 total - Exercise/Conversion
Common Stock
[F1]2026-04-17+34,202→ 389,148 total - Tax Payment
Common Stock
[F2]2026-04-17$2.71/sh−15,322$41,523→ 373,826 total - Exercise/Conversion
Common Stock
[F1]2026-04-17+64,438→ 438,264 total - Tax Payment
Common Stock
[F2]2026-04-17$2.71/sh−28,868$78,232→ 409,396 total - Exercise/Conversion
Common Stock
[F1]2026-05-15+32,790→ 442,186 total - Tax Payment
Common Stock
[F2]2026-05-15$2.63/sh−14,688$38,629→ 427,498 total - Exercise/Conversion
Common Stock
[F1]2026-05-15+44,831→ 472,329 total - Tax Payment
Common Stock
[F2]2026-05-15$2.63/sh−20,284$53,347→ 452,245 total - Exercise/Conversion
Common Stock
[F1]2026-05-15+54,168→ 506,143 total - Tax Payment
Common Stock
[F2]2026-05-15$2.63/sh−24,267$63,822→ 482,146 total - Exercise/Conversion
Restricted Share Units (RSUs)
[F1][F3]2026-04-17−20,652→ 0 total→ Common Stock (20,652 underlying) - Exercise/Conversion
Performance Share Units (PSUs)
[F1][F4]2026-04-17−34,202→ 0 total→ Common Stock (34,202 underlying) - Exercise/Conversion
PSUs
[F1][F5]2026-04-17−64,438→ 0 total→ Common Stock (64,438 underlying) - Exercise/Conversion
PSUs
[F1][F6]2026-05-15−32,790→ 0 total→ Common Stock (32,790 underlying) - Exercise/Conversion
RSUs
[F1][F7]2026-05-15−44,831→ 44,831 total→ Common Stock (44,831 underlying) - Exercise/Conversion
RSUs
[F1][F8]2026-05-15−54,168→ 108,332 total→ Common Stock (54,168 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.