NASDAQ: RBBN

Since our formation in 2017, we have completed several acquisitions to strengthen and expand our portfolio of product offerings to service providers and enterprises. Recent notable acquisitions include:

●Edgewater Networks Inc. (August 2018): Expanded our portfolio of security and signaling solutions for the enterprise network edge.

●Anova Data, Inc. (February 2019): Expanded our portfolio with additional network optimization, security, and data monetization applications, enabled by an advanced Big Data Analytics and Machine Learning platform.

●ECI Telecom Group Ltd. (“ECI”) (March 2020) (the “ECI Acquisition”): Further expanded our focus and strategy to include optical transport and Internet Protocol (“IP”) networking, switching, and routing products and solutions, and helped us create an industry-leading communications software and networking company with a comprehensive portfolio of advanced voice, security, data and IP optical networking and transport solutions.

Industry Background

Today’s communications service providers (“CSPs”) and enterprises are investing in their networks to compete in an ever-changing technology and customer experience landscape driven largely by cloud computing, mobile workforces requiring hyper-connectivity, new high-performance applications and use cases, and an insatiable demand for bandwidth by end-customers and the applications they use. The exponential growth in traffic has largely been driven by video consumption, and over the next several years, new applications leveraging large language model (“LLM”) AI are expected to dramatically increase network bandwidth usage. As a result, service providers and enterprises must constantly seek out new technologies to refresh their networks and provide greater flexibility, automation, programmability, scalability, and reliability, enabling these new applications and services with expedited time-to-market. These investments provide a competitive advantage and deliver value-added services that improve network efficiency, increase customer satisfaction, and generate new revenue streams. Within this broad industry context, investment in our products and services is driven by several key industry trends and strategic priorities.

Modernization of Communications Service Provider Networks to Reduce Total Cost of Ownership

CSPs of all types operate in a hyper-competitive environment as consumers and businesses have an increasing number of choices for their communication needs. It is imperative that providers invest to capture new revenue streams while reducing network operating costs. Legacy services such as IP Multiprotocol Label Switching (“MPLS”) circuits, Centrex business

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services, and TDM phone lines are increasingly expensive to operate, and providers need to migrate customers to new offerings or risk high-margin revenue streams. All these factors are causing service providers to rethink and evolve, or even overhaul, the way networks are designed, architected, managed, and optimized to deliver services to their customers with disruptive economics. They are migrating services to new software platforms that can be deployed in both private and/or public cloud environments (referred to as the “Telco Cloud”) using cloud-native technologies, architectures, and operational processes with automation and concepts such as Continuous Integration and Continuous Delivery (“CI/CD”). Increasingly, network operators are also pursuing open, multi-layer optimized and disaggregated IP and Optical networking solutions, where they have the flexibility to assemble networks based on transport and control subsystems from different vendors using software-defined networking.

Service providers in some global regions, as mandated by governments or voluntarily, are also replacing certain incumbent vendor communications equipment and technology in their networks because of concerns for security. This presents significant growth and market share opportunity.

This technology evolution challenge extends beyond service providers to many enterprises, as well as Federal, State, and Local governments. In particular, U.S. Federal agencies including Department of War and other civilian agencies have a significant need to modernize their voice communications infrastructure by replacing legacy on-premises systems with cloud-based voice and video solutions. However, the unique requirements regarding security and survivability are not easily met by off-the-shelf enterprise applications, creating significant opportunities for companies that specialize in this area.

Deployment of 5G Mobile Technology

One of the most significant investments being made by mobile carriers across the world is the deployment of 5G broadband cellular technology. This architecture shift impacts the entire ecosystem, from handsets and Radio Access Network through the metro and core network and back-office systems. The ultimate goal is a step-function improvement in capacity and coverage, as well as to unlock new revenue-generating applications for consumers and businesses. The increased bandwidth unlocked by the higher capacity radio infrastructure enables new use cases such as Fixed Wireless Access, displacing lower capacity wired internet access solutions, and we believe new mobile applications will emerge, such as Reality/Virtual Reality, cloud gaming, telehealth, Internet of Things, and Industry 4.0, all made possible by the massive bandwidth increases, low latency and highly secure infrastructure that 5G provides.

As deployments increase, the access and aggregation layers of the mobile network also require significant upgrades and investment, driving fiber and IP Networking to the very edges of the network. This investment cycle and technology disruption is an opportunity for new innovative suppliers to be selected.

Demand for Hyper-Connectivity and Bandwidth Driving Fiber Access Deployment

Our global information society is overflowing with telecommunications data traffic, for business, entertainment, education, surveillance, industrial control, online retail, and many other applications. These applications, increasingly delivered from the cloud, generate a huge amount of data driven largely by the video and image components. This exponential growth in data traffic is expected to continue and even accelerate, straining existing broadband and mobile networks. While 5G and next-generation WiFi are the technologies of choice for the wireless network, there is also a surge of investment to address the bottleneck in the broadband access network through higher-capacity fiber connections.

Governments in many countries around the world are investing to address and help close the “Digital Divide” and extend ultra-broadband services and connectivity to underserved communities. As an example, in the United States, the Broadband Equity, Access and Deployment (BEAD) Program, the FCC Rural Digital Opportunity Fund, the 5G Fund for Rural America, and the USDA Rural Development Broadband ReConnect Program expect to provide billions of dollars in funding to deliver broadband connectivity to rural communities in the U.S. Whether working or learning from home, streaming 4K television, or playing the latest online video games, rural subscribers require dependable, high-speed Internet access to participate and thrive in the digital world. Forward-looking service providers are taking advantage of government funding programs to expand network capacity and transform the communities they serve. Next-generation rural broadband networks help service providers grow their revenues by extending service reach and diversity, and by satisfying the massive pent-up demand for high-speed Internet connectivity. Next-generation broadband networks will also leverage new technologies such as fixed-wireless access, while laying the foundation for future revenue opportunities, such as 5G backhaul transport services.

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At the foundation, high-performance optical connections and advanced IP networking are needed to keep pace with advancements in communications. This hyper-connectivity will be a key enabler and deliver disruptive ultra-low cost-per-bit communications within and between networks and the cloud, while also delivering on the promise of latency-sensitive networking demanded by many of the applications.

Increased Adoption of Cloud Communications and Collaboration

The shift to cloud-based communications began several years ago driven largely by the advantages of running applications in a virtual cloud environment and reducing dependency on on-premises computing and communications technologies. The Coronavirus Disease 2019 (“COVID-19”) pandemic accelerated this trend significantly, driven by the need for more remote working and commerce for many businesses and industries. As a result, businesses and consumers rapidly shifted from brick-and-mortar facilities and travel to work-from-home, or hybrid work-in-the-office and work-from-home, using cloud communications and collaboration platforms such as Microsoft Teams, Zoom Phone, and others, and require these communications platforms to be highly secure and scalable. New applications enabled by LLM AI will dramatically increase traffic from subscriber devices to the data center.

Need for Reliable, Secure, High-Bandwidth Enterprise and Critical Infrastructure Communications

The “critical infrastructure” market vertical is defined as those companies whose assets, systems, and networks, whether physical or virtual, are considered vital to a country’s national interest. Critical infrastructure providers are under increasing pressure to support new services, reduce carbon emissions, improve security, expand automation, and increase safety. Achieving these goals requires a transition to a modernized, secure communications network that provides seamless IP connectivity and services, as well as very high-capacity optical transport. With an integrated IP and optical transport solution, a critical infrastructure network operator can provide a highly reliable, secure, future-proof communications solution optimized for critical industries.

Data is the lifeblood of any business, and it must be easily accessible across the enterprise to power business applications and to support services to end-customers. It must also be replicated across multiple locations for business continuity and disaster recovery and must be protected from inappropriate access, theft, and corruption. Enterprises deploy optical networking, secured by optical encryption, to attain the needed performance and security. Similarly, command and control groups within today’s defense forces have a need for high-performance secure networks as their strategic sensors and assault systems are becoming more integrated. In this ecosystem, effective decision-making requires pooling and analyzing data from a vast array of sensors and other information sources. The data must be delivered securely, in real-time, to wherever it is required. These solutions integrate intelligent optical transport with agile IP networking to provide a converged, secure, communication network that can be rapidly configured and deployed in challenging environmental conditions.

Global demand for fiber connectivity

Across the globe, nations are investing in fiber-optic infrastructure, driven by a desire to gain a competitive economic advantage and enhance national security. The European Union has set a goal for universal gigabit connectivity by 2030 through its Digital Decade initiative. India’s BharatNet project aims to connect 250,000 village councils with fiber, and the USA’s $42 billion BEAD fund prioritizes rural broadband in unserved regions.

Many of these programs were well underway before the potential for additional exponential growth in data driven by AI training and inference applications. Accommodating this level of growth represents a significant long-term undertaking and investment from fiber infrastructure providers. To manage the increasing traffic volumes from both AI & expanded broadband access, data center operators and communication service providers will require high-density optical networking and IP routing platforms.

Using Artificial Intelligence to reduce network operating costs

AIOps (Artificial Intelligence for IT Operations) uses AI, machine learning (ML), and data analytics to automate, enhance, and streamline IT operations. Large network environments inherently generate vast, disparate datasets. Exacerbating the issue, communications service providers often have multiple generations of infrastructure that deliver vastly different types of data. AIOps solutions are uniquely capable of analyzing disparate datasets in real-time, reducing operational noise, enabling proactive anomaly detection, and accelerating problem resolution. AIOps tools can also reduce staffing constraints by

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automating common operational tasks such as performance monitoring, workload scheduling, and data backups. As older staff exit the workforce, AIOps can also fill a critical skills gap.

Networks continue to grow in scale and complexity. AIOps services will become increasingly important to network operators as they are driven to minimize operational costs without sacrificing performance or customer experience.

Enhancing access to voice-enabled agents

Personal assistants such as Alexa or Siri introduced us to Natural Language Processing (NLP). Voice-enabled agents offer a similar level of ease of use but operate at a far different skill level. Agentic AI-based agents can mimic human-like decision-making and manage complex conversations in real time. Agentic AI-based agents provide the natural dialogue required for customer service applications in contact centers.

Voice-enabled agents are not local to your personal device; they rely on high-quality network connectivity (across phone, web, and mobile) to deliver a natural experience. When an end user connects via phone, the voice quality is critical because advanced Natural Language Processing relies on the caller's intonation. Modern IP-based voice networks, including 4G/5G voice, deliver higher fidelity voice than traditional analog or TDM connections. Likewise, the data network between the end user and the voice-enabled agent is equally critical for web or mobile app-based interactions. This has to be a low-latency connection, or the engagement will seem unnatural.

Agentic AI-based agents have the potential to disrupt the traditional contact center business model in a significant way. Unlike human agents, they can be deployed in the cloud, including sovereign clouds. That means they can elastically scale to meet changing demand, operating at low or no cost when idle and instantly available to serve an unlimited number of customers. The only limitations are the scale of the cloud infrastructure and the availability of high-quality voice or data connectivity to the end user.

Strategy Overview

Our mission is to create a recognized global technology leader that provides scalable, elastic, and cloud-centric networking solutions that enable the secure exchange of information. These voice and data solutions leverage the latest AI and automation technology to reduce operational costs and enhance business performance. Our transformative acquisition of ECI in 2020 dramatically expanded our addressable market beyond secure voice communications into IP Networking, Optical Transport, and Software-Defined Networking (“SDN”) Management and Automation. We are implementing a focused strategy to target our broad global base of service providers and enterprise customers to establish ourselves as a key supplier of networking solutions.

Key elements of the strategy include:

●Operational Integration – Initially adopting a business-unit model post-acquisition, we evolved the organization in 2023 by integrating the two business units under a single leader, establishing a Chief Operating Officer position. In 2024, we further tightened alignment by integrating several software R&D teams and an integrated customer support and services organization. Our go-to-market team is similarly combined under a single Global Sales Leader supported by an integrated marketing organization focused on increasing brand awareness, targeted marketing campaigns, and lead generation.

●Network Modernization – Substantial ‘technology debt’ exists across both Service Provider and Enterprise networks with increasing support costs and reliability challenges. Ribbon has extensive experience across multiple generations of voice and data technologies to support our customers’ efforts to implement modern cloud-centric services with minimal disruption to customers and revenue streams.

●Cross-Selling and Tier One Service Provider Growth – We are laser-focused on marketing and selling our combined portfolio to our global base of service providers, critical infrastructure providers, and enterprise customers to expand our presence and gain market share in the larger IP routing and optical networking segment.

●North American IP Optical Networks Market Share – We expect to continue to unlock the value of our routing and optical networking portfolio by growing market share in North America by leveraging the extensive deployment base and ongoing business that we have with service providers, critical infrastructure, and enterprise customers. In particular, we have a growing presence with regional service providers in the U.S., bolstered by federal funding

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programs to improve internet access in underserved markets. We have also identified opportunities to combine technology from both our voice and IP routing portfolios to address a clear customer need and differentiate our offering.

●AI Growth Vectors – We are aggressively pursuing multiple paths to derive value from the explosive investment in Artificial Intelligence:

oWe have launched a new AIOps and Automation platform called Acumen that delivers operational savings for network operators by using AI to automate network operations and accelerate trouble resolution. Acumen offers multiple points of differentiation, including true multi-vendor and multi-layer support, as well as a low-code/no-code application builder to accelerate app development.

oWe are partnering with other AI application providers and enabling them to interface their AI platform with existing voice networks. Ribbon voice and data solutions are critical to delivering high-quality voice and low-latency data for the voice-enabled AI agent platforms seeking to disrupt the traditional contact center market.

oRibbon’s optical networking solutions are being deployed to meet the growing demand for data center interconnect, particularly as data center developers look to rural areas for power and space.

●Participate in the 5G Opportunity – Significant R&D investments in our IP Optical product portfolio have positioned us to address opportunities tied to the deployment of 5G mobile networks. We focus on the access and aggregation layer of the network, including cell-site routers, optical transport, and IP aggregation and routing. We believe 5G represents a multi-year opportunity as global service providers roll out the new technology and build the necessary network infrastructure.

●Software-Centric and Cloud-Native Offerings – The industry is in the early stages of a major migration of network functions from on-premise hardware platforms to private and public cloud networks. This is a significant technology and operational paradigm shift, and an area where Ribbon has substantial industry leadership. We believe this transition is instrumental in continuing to improve our profitability and competitiveness, and in growing the recurring revenue portion of our business.

●Enterprise Offerings – Our solution portfolio includes secure Unified Communications, software-centric applications, and IP and Optical network connectivity solutions. Together, these solutions address various critical infrastructure, federal defense, large enterprise, and medium-sized businesses. We leverage partnerships with key go-to-market channels and solutions providers such as Dell and Microsoft, as well as other popular unified communications and collaboration platforms such as Zoom Phone and Webex Calling.

●Partnerships – We continually look to expand our partnership ecosystem to form strategic relationships that will enhance our current solution offerings to our customers.

Customers

Our customers are comprised of a diverse set of service providers and enterprises located in over 140 countries around the world. Service provider customers include telephone companies (“telcos”) offering fixed and wireless communications services, cable Multi-System Operators (“MSOs”) and Communications as a service provider. Our service provider customers include many of the largest CSPs globally. Enterprise customers include small, medium, and large businesses and industry verticals such as transportation, utilities, government/public sector, finance, and education.

Customers trust us to solve their most challenging communications requirements, enabling people and devices to connect anytime, anywhere. Our customer-centric culture shapes all of our activities and inspires our team members to make a positive impact with our clients, investors, and communities.

In the year ended December 31, 2025, Verizon Communications Inc. (“Verizon”) accounted for approximately 17% of our revenue. Verizon is a service provider that offers interconnect, fixed line and mobile communications services, and our software solutions are sold across their business divisions supporting their large enterprises, SMB and consumer telecommunications and cable-related offerings. Our top five customers represented approximately 41% of our revenue in the year ended December 31, 2025.

Segment Information

Our Chief Operating Decision Maker (“CODM”) assesses our performance based on the performance of two separate lines of our business: the Cloud and Edge segment (“Cloud and Edge”) and the IP Optical Networks segment (“IP Optical Networks”).

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Cloud and Edge Business Segment

The Cloud and Edge segment provides secure and reliable software and hardware products, solutions, and services for VoIP communications, Voice Over LTE (“VoLTE”) and Voice Over 5G (“VoNR”) communications, as well as unified communications-related (“UC”) services to both service provider and enterprise customers. Our Cloud and Edge products are increasingly software-centric and cloud-native, with deployments across private, public, and hybrid cloud infrastructures, in data centers, on enterprise premises, and within service provider private networks.

Cloud and Edge Products and Solutions

Our Cloud and Edge portfolio delivers multiple solutions for enabling VoIP, VoLTE, VoNR, and UC&C in network, on-premises, or via the Telco Cloud for a broad range of service provider and enterprise customers. The solutions provided with this portfolio include those for:

●Network transformation of fixed service provider voice services networks to help evolve, consolidate, and modernize legacy networks to VoIP and onto virtualized network environments or the Telco Cloud.

●Securing and implementing IP Multimedia Subsystem (“IMS”) networks required by mobile service providers for VoLTE and VoNR (5G) voice services.

●Securing network interconnects between communications service providers as well as protecting VoIP communications infrastructures.

●Securing and providing resilient connectivity for cloud-based unified communications solutions such as Microsoft Teams, Zoom Phone, Webex Calling, as well as service provider—hosted and managed UC.

●Securing premises and cloud-based contact center applications such as Five9, NICE CXone, Genesys, and similar services.

●Modernizing and evolving unified communications for large enterprises, government (both civilian and military), and key industry verticals, supporting both on-premises and cloud-based deployments.

●Helping mitigate robocalls and prevent fraud by determining phone caller identity, intent, and the caller’s reputation.

●Enabling Agentic AI platforms to interface with traditional voice communication services thru secure Cloud APIs.

●Analytics and AI-driven automation to provide visibility, security, manageability, and service assurance for optimizing communication network operations, reducing costs, and improving customer experiences.

Our Cloud and Edge market-leading product portfolio consists of three main categories – Session Border Controller (“SBC”) products, Network Transformation products, and the Acumen AIOps and Automation products:

Our SBC product portfolio encompasses a full range of deployment platforms including:

●Fully cloud-native software implementations (“CNF”) that leverage an industry-leading microservices architecture with Kubernetes orchestration to deliver continuous integration (“CI”) and continuous delivery (“CD”) to automate and coordinate the software delivery pipeline. These elements can be deployed in both private and public cloud environments, such as Red Hat OpenShift, Amazon Web Services (“AWS”), Microsoft Azure, and Google Cloud Platform.

●Feature-rich virtualized software products (“VNF”) that can run on Commercial Off-The-Shelf (“COTS”) hardware or in private or public cloud environments.

●On-premises dedicated appliances (“PNF”) that scale up and down to meet the most demanding performance and security requirements.

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Our SBC portfolio consists of the following categories of products:

●Core network SBCs that are deployable by customers in their core networks, or on private or public clouds, and used to identify, manage, and protect voice communications traffic as it moves through and between communication networks. SBCs secure and interwork different voice communications protocols at IP network boundaries, both within and between service provider and enterprise networks. The portfolio also includes Policy and Routing products that work across heterogeneous voice networks to intelligently manage communications sessions based on multiple policies such as least-cost and Quality of Service routing, media type, source or destination, and time of day or week.

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●Enterprise Session Border Controllers and Edge products, deployable on premises or in the cloud, enable organizations to gracefully migrate legacy premises assets to secure cloud-based UC and contact center applications. These include prominent offerings such as Teams Phone, Zoom Phone, Webex Calling, Five9, NICE CxOne, Genesys, and a multitude of service-provider offerings. Enterprise SBCs provide voice security, protection against Telephony Denial of Service (“TDoS”) attacks, and help resolve a variety of interoperability issues between an enterprise’s existing communication assets and its service provider or cloud communications provider. In addition, the Edge 8000 and EdgeMarc multi-service gateway portfolio provides voice gateway support for legacy TDM and analog interfaces, including T1/E1 and FXO/FXS ports. These are critical in geographies where SIP trunks are unavailable or unreliable. They also provide integration with installed analog devices, such as elevator phones, paging equipment, and fax machines.

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Our Network Transformation product portfolio is deployed in the most demanding environments and enables the modernization of fixed, mobile, and enterprise voice communications networks to support network and Telco Cloud-based services and the next generation of IP-based voice communications services, and includes multiple software-centric platforms and products, including:

●Call Controllers that provide call processing within networks for voice communications services and applications.

●Media Gateways that perform the interworking or translation of media, or voice sessions, and the corresponding network protocols both within and across VoIP and legacy communications networks, and use codecs (coder-decoder) and digital signal processors to do so.

●A multi-tenant and highly scalable Application Server that enables the deployment of VoIP and UC services and applications.

Ribbon Acumen is a network-agnostic, cloud-native AIOps and Automation platform that enables communications service providers and enterprises to accelerate their path to an autonomous network. By combining real-time data observability, analytics, AIOps, and agentic orchestration capabilities, Acumen enables customers to automate the operation of their multi-vendor networks, reducing management complexity and costs and improving customer experiences.

●Ribbon Acumen comprises a series of ready-made, established applications, including Ribbon’s existing Analytics, MUSE, LEAP, and RAMP applications. It then adds a low-code/no-code Builder that enables organizations to integrate, analyze, and respond to data from any network device or application, and to leverage AI, ML, and Agentic AI to automate operational workflows. Acumen Builder can easily thread together a diverse set of actions to create a solution tailored to one customer’s unique requirements. By combining AIOps, SecOps, and DevOps capabilities, Acumen can help network operators achieve a range of business outcomes by automating network lifecycle tasks, from deployment and optimization to rapid issue resolution. Users can interact with Acumen via natural language (chat or voice) to request information or give instructions. Acumen is an open and multi-vendor solution that integrates with multiple generations of both Ribbon and third-party products, including automation and operational support system (OSS) platforms.

●Customers start on their path to autonomous networks with Ribbon Analytics as a standalone platform, deploying applications that aid customers in gathering actionable intelligence from their communications network elements, including SBCs in the core and edge of their networks, to provide them with network performance visibility, service assurance, security, and fraud mitigation.

●Ribbon Call TrustTM combines information from deployed network elements, including SBCs and Ribbon Analytics, as well as third-party databases, to determine phone caller identity, intent, and reputation. With this information, it is possible to help determine if a call is from a legitimate person, for a legitimate purpose, and without malicious intent, ultimately helping to detect and mitigate robocalls and prevent fraud. Our customers use these capabilities to deliver a better call experience to their end customers. We are an industry leader in the development and deployment of the STIR (Secure Telephone Identity Revisited) and SHAKEN (Signature-based Handling of Asserted information using toKENS) standards, with deployments throughout North America and select countries in Europe.

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Cloud and Edge Competition

Competition in the market for the Cloud and Edge portfolio remains strong. The market is shifting from an environment dominated by a few large telecommunications legacy hardware equipment companies, such as Ericsson LM Telephone Company (“Ericsson”), Huawei Technologies Co. Ltd. (“Huawei”), and Nokia Corporation (“Nokia”), to a market that is

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characterized by cloud-native software, hybrid private public cloud compute environments, and open interoperable interfaces. We believe this shift creates opportunities for us to differentiate and gain share from competitors such as:

●Huawei, Ericsson, Nokia, Oracle Corporation, Cisco Systems, and AudioCodes for our SBCs and enterprise gateway offerings.

●TransUnion, Alianza (acquired Metaswitch assets), First Orion Corp., SecureLogix, TransNexus, and Transaction Network Services, for our Ribbon Call Trust offerings.

●NetScout Systems, Mobileum, Infovista (Hammer), SecureLogix, and Elisa Industriq (Polystar) for our Analytics offerings.

●Nokia, Ericsson, Ciena/Blue Planet, Cisco/Splunk, Netcracker, and Amdocs for our AIOps and Automation offerings.

●Huawei, Alianza (acquired Metaswitch assets), NetSapiens, Nokia, and Ericsson for our Network Transformation offerings.

Other smaller private and public companies are also focusing on similar market opportunities. Mergers among any of the above companies or other competitors, as well as additional competitors with significant financial resources entering our markets, could further intensify competition. Mergers between service providers may also increase competition for a smaller number of more concentrated customers and channels for products and solutions.

IP Optical Networks Business Segment

The global information society is generating a very high volume of telecommunications traffic for business, entertainment, education, surveillance, industrial control, and other applications. Technologies like 5G, distributed cloud computing and corresponding applications are predicted to continue this exponential traffic growth. IP and Optical networks are at the foundation of this information economy, and indeed are one of its key enablers, delivering ultra-low cost-per-bit transport and multi-service flexibility. Our IP Optical Networks segment provides high-performance, secure, and reliable hardware and software products and solutions for IP networking, switching, and routing, and optical transport. This portfolio is offered to service providers, enterprises and industry verticals with critical transport network infrastructures requirements including utilities, government, defense, transportation and education and research.

IP Optical Networks Products and Solutions

Our IP Optical Networks portfolio delivers multiple solutions spanning access, metro, regional, and long-haul geographies, and using ring, mesh, and point-to-point topologies. MPLS and other protocols provide a broad range of networking services for our customers. Our solutions for optical and IP transport and networking include 5G-native solutions for mobile-backhaul, metro and edge aggregation, core networking, data center interconnect, multi-service access, and transport solutions for wholesale carriers. High availability and security also make the solutions ideal for critical infrastructure delivering mission-critical services.

Our IP Optical Networks multi-layer product portfolio includes:

●The Apollo product line provides programmable and open Optical Transport Network (“OTN”) capabilities over Dense Wavelength Division Multiplexing (“DWDM”) support. The OTN layer maps Ethernet and other services into OTN bit streams for transparent optical transmission, and DWDM routes wavelengths of light containing the OTN-encapsulated bit streams across wide areas, greatly increasing the efficiency and capacity of fiber facilities. Our Apollo hardware and software products deliver reconfigurable and programmable low-latency optical transport that simultaneously speeds up provisioning of new services while maximizing traffic throughput at the lowest cost per bit. Apollo offers customers two transmission optimization options. Capacity-reach optimization uses industry-leading 5nm-140Gbaud technology that maximizes channel capacity for any given distance. It supports optical transmission speeds ranging from 400 gigabits per second for ultra-long-haul applications to 1.2 terabits per second for short-haul applications. Power-cost optimization uses low power consumption and cost-effective 400 gigabit per second technology, which delivers strong enough performance for metro applications. The Apollo product line provides state-of-the-art transparent and flexible DWDM and OTN transport with integrated packet switching capabilities. A modular architecture allows optimized solutions across access, metro, regional, and long-haul networks. Apollo combines high-performance, low-latency OTN transport and OTN switching with software-configurable optical routing for maximum efficiency. Apollo can dynamically reconfigure optimal links in the event of fiber failures to

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maintain service availability. Apollo is “self-aware,” with intelligent reporting to enable efficient, SDN-ready operations. Apollo also provides deployment options, whether as an integrated solution or as standalone subsystems for disaggregated, open-architecture, multivendor solutions. A key security feature of Apollo that is used broadly in critical infrastructure and enterprise deployments is Layer 1 Optical Encryption. This uses AES-256 encryption, which is the strongest and most robust encryption standard commercially available today, and also supports a choice of standard, Post-Quantum Computing, and Quantum Key Distribution key exchange mechanisms.

●The Neptune product line of high-performance switching and routing solutions are optimized to provide the converged multi-service, service-aware aggregation needed for cost/performance optimized connectivity between consumers and the applications and services they are using. Neptune supports multiple services delivered over multiple access network technologies. Ethernet interfaces ranging from Gigabit Ethernet (“GbE”) through to 100GbE allow all IP/MPLS and Ethernet access networks to be supported, and pluggables providing XGS-PON, EPON, and TDM circuit emulation allow PON access networks and legacy TDM access networks to be supported. Traffic from the access networks is aggregated and connected to the services, applications, and compute platforms, meeting the specific service-level agreements required for each service, including guaranteed latency, jitter, capacity, or reliability. To achieve this, Neptune uses a range of protocols such as IP/MPLS, MPLS-TP, and segment routing traffic engineered (“SR-TE”). As services, applications, and compute platforms become increasingly distributed across the network, located in local data centers and multi-access Edge compute platforms, Neptune, in conjunction with MUSE, can dynamically route the connectivity wherever it is required, whilst still meeting the performance requirements. In addition, Neptune provides a 800G ZR+ pluggable capability, allowing it to support both single layer IP over DWDM connectivity or multi-layer optimized IPoOTN/DWDM connectivity, whichever best meets the network operator’s needs. With these capabilities, Neptune is ideally suited for residential broadband backhaul, business services, MSOs, and private enterprise networks. With Flexible Ethernet, enhanced timing and synchronization capabilities, 25GbE and 50GbE interfaces, and high-capacity, high-density platforms, Neptune is also ideal for 5G deployments. These capabilities and unique form factors such as DIN-rail mounting, street cabinet deployment and environmental capabilities also make Neptune a compelling solution for mission-critical enterprises.

●The Muse SDN multi-layer Domain Orchestrator and cognitive software is a suite of cloud-native applications that deliver SDN domain orchestration for underlying multi-layer Neptune IP and Apollo Optical networks. This covers complete lifecycle management and automation to speed up time-to-revenue, reduce total cost of ownership, and facilitate integration into wider ecosystems. It is powered by a carrier-grade, cloud-native Platform-as-a-Service and works in conjunction with our LightSOFTTM network management system. Built for a 5G services world, Muse enables network operators to programmatically configure and combine hard and soft slicing technologies to create slices appropriate to different sets of 5G-enabled services and customer sub-networks. Then, using a rich set of tools, operators can design, provision, and assure a broad array of services on top of the slices. Muse’s suite of advanced service and network control applications empowers service providers to do more, through simple service creation and lifecycle management, proactive network assurance, network optimization, and automation. Muse ensures that people and systems receive the right tools to monetize the network effectively through intuitive graphical user interfaces or industry-standard Application Programming Interfaces.

IP Optical Networks Competition

Competition in the markets addressed by our IP Optical Networks products is strong. The market is shifting from an ecosystem dominated by a few large telecommunications legacy hardware equipment companies with proprietary solutions such as Ciena Corporation (“Ciena”), Cisco, and Nokia, to a market that is characterized by a combination of closed and open solutions, software-defined networking, and dis-aggregation ready for next generation networks, services and applications including 5G, leveraging merchant silicon technology. We believe this shift creates opportunities for us to increase our market share relative to direct competitors such as Cisco, Juniper Networks, Inc., Huawei, Nokia, Ciena, Adtran Networks, and Fujitsu Limited. We believe a key differentiator from these competitors is our optimized and integrated multi-layer IP optical solutions. These solutions leverage our SDN, IP routing, and optical networking and control plane technologies for both IP and Optical networking layers to create a truly integrated IP Optical Network that optimizes resource utilization in real time, and provides the best overall economics to customers, differentiating us from our competitors. Advanced planning algorithms design multi-layer IP and Optical networks that maximize traffic handling with failure resiliency by looking holistically at all network layers, providing the best return on capital expenditures. These multi-layer optimized networks can then meet specific customer and service needs on a case-by-case basis.

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Services and Support

As communication networks continue to grow increasingly vital to society and business, and complexity grows with every new technology introduction cycle, service providers are increasingly challenged to control costs and find the expertise to operate, maintain, and repair these platforms. We have a rich history of providing service-based solutions to complement our products and to help service providers and enterprises grow revenues, serve their customers, reduce costs, and improve productivity. Our Global Services organization provides a wide range of services to enable our customers to achieve those goals. Our Professional Services team includes hundreds of VoIP, IMS, IP and Optical networking specialists offering technical depth, network breadth and proprietary tools to assist customers in all aspects of network modernization, design, operation and deployment. Our Maintenance Support offerings deliver a comprehensive support strategy for all of our products, applications, and solutions sold. Our Managed Services offer proactive monitoring to keep customers’ production communications running smoothly so they can concentrate on operating their business. In addition, our Education Services are designed to equip customers with the technical knowledge and skills needed to accelerate service readiness and delivery goals and to help customers get the most out of our products and solutions.

Sales and Marketing

We sell our portfolio of products and solutions to service provider and enterprise customers around the globe through both direct sales and indirectly through channel partners, including independent resellers, distributors, service providers and system integrators. Most of our sales to service providers are done directly and most sales to enterprises are done through channel partners. To support our customers’ requirements, our direct sales team is organized geographically and by major customers. Our sales teams sell our full portfolio of products and solutions from both segments to customers in each salesperson’s assigned region. Our direct sales teams and resellers are supported by a highly trained technical sales engineering staff who work closely with our customers to develop technical proposals and design systems to optimize system performance and economic benefits for our customers.

Our marketing organization is responsible for building awareness of our brand in the markets served and driving engagement with our strategies, solutions, and products. It promotes our brand and portfolio value propositions to key stakeholders, including our customers, channel partners, and prospects globally. The organization develops all of our corporate and portfolio messaging for different target audiences, and manages all customer and industry communication channels, including public relations, digital content (including for the web and social media), events, and trade shows, as well as demand generation and account-based marketing campaigns in conjunction with our sales force.

Manufacturing

We rely on global contract manufacturers and original design manufacturers to manufacture, assemble, test and ship our products. We typically utilize long-term relationships with our contract manufacturers and regularly review business relationships in an attempt to reduce cost of goods and supply risks. We employ formal quality, environmental and ethics management programs with all of our contract manufacturers.

Our leading manufacturers have presence in multiple international locations. This enables us to implement a flexible manufacturing and logistics landscape for each product line and target markets. This structure also facilitates redundancy and business continuity to mitigate risks related to adverse trade tariffs, taxation, and natural disasters. Moreover, we wholly own the intellectual property related to fabrication files, assembly, testing algorithms and manufacturing operating procedures, thus reducing sole dependency on a specific contract manufacturer.

Inventory Suppliers and Sourcing

We work with strategic global suppliers for our key integrated circuit components, systems, and software. Certain of our networking products use third-party optical modules embedded on board or configured as pluggable units. These modules are designed and manufactured by leading optical technology vendors and supplied to us based on agreed-upon controlled performance specifications.

Our policy is to purchase major components directly from original suppliers or from authorized distributors. We regularly review market trends and volume demand for newly introduced products with our suppliers and distributors to negotiate reduced component pricing as the products mature. We carefully manage end-of-sale and end-of-life transitions to maximize

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return on investment and minimize wasted material, while maximizing customer satisfaction. When we must source such end-of-life components from distributors and brokers, we typically encounter increased component pricing. In some cases, when such parts cannot be sourced reliably any longer in the open market, we undertake redesign efforts with alternative components.

In order to maintain competitive lead time for our customers, we employ sophisticated demand and supply management systems. We also utilize agility and safety stock processes to help meet higher-than-forecasted customer demand to stock raw material and sub-assembly inventory. Occasionally, we experience unforeseen demand drops of certain products or sub-assemblies due to technology evolution, customer consumption behavior, or shortened product lifecycle. We regularly review current inventory levels to ensure adequate reserves for excess and obsolete inventory arising from shortened product life cycle or demand drops.

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The ongoing unrest and conflict in the Middle East has caused some disruption to material supply chain and production operations in that region. We have successfully avoided any significant impacts thus far by carefully managing the flow of material and enacting our established business continuity processes with alternate suppliers and production operation centers.

Research and Development

Our global R&D workforce is geographically distributed across a balanced set of centers of excellence. This allows us to distribute work in a cost-effective manner and provide time-zone sensitive support to our global sales team and customers. We supplement our deep in-house expertise with a small set of long-term contracting partners, allowing us to flex up and down as required to match customer demand.

To maintain our position as a leader in product and solution development, we continue to invest in our development methodologies, leveraging and adopting industry best practices in the domains of DevOPs, Continuous Integration and Continuous Delivery (“CI/CD”), cloud-native software, and Security and Test Automation.

In addition to delivering product-specific feature requests from our customers, our R&D resources that are focused on our Cloud and Edge business segment continue to focus on leading edge technology that will allow our customers to move from purpose-built appliances to fully virtualized and cloud-native solutions, including private, public, hybrid and multi-cloud deployment models as they modernize their networks. We are also investing in aaS variants of our products, fully integrated with cloud-native operational models.

Our IP Optical Networks R&D team continues to focus on empowering our customers with better performance and cost-efficient solutions, improved cost-per-bit, and reduced power and space requirements to lower operating costs. We create innovative solutions that address the exponential increases in bandwidth consumption with improving operational efficiency. Our unique value-add is demonstrated by advanced well-integrated optical and packet solutions managed by state-of-the-art cross platform SDN management system.

We leverage modern technologies and industry best practices across all of our products and solutions to provide security at each layer of the solution, enabling end to end security of the overall system. We continue to invest in analytics and automation using the latest artificial intelligence and machine learning (“AI/ML”) technology, to allow our customers to operate our solutions at scale with end-to-end visibility and control over the robustness, security, and efficiency of the solution.

Intellectual Property

We believe intellectual property is fundamental to our business and success, and we depend upon our ability to develop, maintain and protect our technology. We seek to safeguard our investments in technology and rely on a combination of U.S. and foreign patent, trademark, trade secret and copyright law and contractual restrictions to protect the proprietary aspects of our technology. As of December 31, 2025, we had 804 issued patents in the U.S., 723 of which are active, 578 which expire between 2026 and 2042, and we had 26 in-process patent applications in the U.S. As of such date, we also had 375 issued patents in foreign jurisdictions, 238 of which expire between 2026 and 2042, and we had 6 in-process patent applications in foreign jurisdictions. As of December 31, 2025, we had 27 trademarks registered or pending in the U.S. and 171 trademarks registered or pending in foreign jurisdictions.

In addition to the protections described above, we seek to safeguard our intellectual property by employing measures to protect against the unauthorized use or disclosure of the source and object code for our software, documentation and other

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written materials; licensing our software pursuant to signed license agreements, which impose restrictions on others’ ability to use our software; and seeking to limit disclosure of our intellectual property by requiring employees and consultants with access to our proprietary information to execute confidentiality agreements.

We have incorporated third-party licensed technology into certain of our products and may be required to license additional technology from third parties to develop new products or to enhance existing products. Although many companies are often willing to enter into such licensing agreements, no assurance can be provided that such licenses can be negotiated on reasonable terms, or at all. The failure to enter into technology development or licensing agreements, when necessary, could limit our ability to develop new products and could harm our business.

Despite our efforts to protect our technology and proprietary rights as discussed above, unauthorized parties may still obtain and use our technology and software. We have defended, and intend to vigorously defend when necessary, our intellectual property from infringement. Other companies in the communications and technology industries frequently threaten litigation or file suit against us (directly or indirectly through customers to whom we could owe indemnification) based on allegations of infringement or other violations of intellectual property rights. We are currently subject to, and expect to face in the future, allegations that we have infringed the intellectual property rights of third parties, including those of our competitors and non-practicing entities.

Regulatory Considerations

As a company with global operations, we are subject to complex U.S. and foreign laws and regulations, including trade regulations, tariffs, import and export regulations, anti-bribery and corruption laws, antitrust or competition laws, cybersecurity, privacy and data protection, among others. In addition, our operations are also subject to a number of environmental regulations such as the Waste Electrical and Electronic Equipment Directive (“WEEE”) and the Directive on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”). We have developed policies and procedures to assist us in complying with these laws and regulations. Our historical compliance costs, including those related to environmental regulations, have not resulted in a material adverse effect on our business, results of operations or financial condition. We expect the laws and regulations to which we are subject will continue to increase and the future costs of compliance with existing or new regulations could materially impact our business in the future.

Our Employees

As a global company with employees in over 30 countries, we focus on creating an inclusive community, aligning our resources, processes, and platforms to build a work culture that reflects and expresses our core values. This enables us to work efficiently across borders and functions. Our aim is to create a workplace that is engaging, inspiring, challenging, and inclusive. We strive to be a great employer for our current employees and for future employees who are seeking an opportunity to join our dynamic business, positioned at the nexus of global communications technology and social transformation.

As of December 31, 2025, we had a total of 3,080 employees worldwide, located geographically as follows:

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​

​

​

​ ​ ​

Number of

​ ​ ​

Percentage of

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​

employees

​

total

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Asia

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1,228

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40

%

North America

889

29

%

EMEA

859

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28

%

LATAM

104

3

%

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Approximately 590 employees are covered by collective bargaining agreements or works councils. We believe that in general we have good relationships with these various labor organizations.

Ribbon takes pride in conducting business in accordance with the highest ethical standards. Our Code of Conduct outlines the importance of employees acting in an honest and ethical manner. Ribbon employees are informed and aware of this policy. The principles of integrity, accountability and fair dealing are the cornerstone of our business and are critical to our future success. Our employees understand that adherence to proper conduct helps us improve our competitive positioning and business outcomes. To assist in this, we are deliberate in making sure that each employee is aware that they play a role in fostering a work environment that encourages mutual respect and congenial relationships among employees.

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We believe that a culture which encourages all employees to take pride in their individual contributions and work together as a team is key to our success. This year our Women’s Leadership Series continued with a variety of offerings ranging from a spotlight series to quarterly online networking sessions. Educational posts and/or webinars were made on a variety of topics including National Hispanic Heritage Month, Juneteenth, and Pride Month. Ribbon is committed to fostering and maintaining a culture of inclusion for employees.

Employee Hiring, Turnover and Engagement. Our turnover and hiring metrics are refreshed on a weekly basis and formally presented monthly. This up-to-date information allows us to quantify our success with employee retention, implement timely and selective retention initiatives, and measure the speed at which we attract and onboard qualified candidates. In 2025, our voluntary turnover rate was 5.5%, a slight decrease from the 6.6% voluntary turnover rate we experienced in 2024.

Our employee management process includes conducting exit interviews with all employees that leave us voluntarily. The data obtained from our exit questionnaire and one-on-one interviews are referenced when creating and updating benefit plans and other employee initiatives/offerings.

For the year ended December 31, 2025, we hired 316 employees globally. We have a formalized employee referral program in place as we have found that employees who join us through employee referrals are a good cultural fit and remain with us longer than those who have no personal connection. Approximately 28% of our hires in 2025 came from employee referrals. Over half of the 2025 hires were in entry to mid-level roles, reflecting our continued focus on strengthening our talent pipeline along with longer-term workforce development.

Our recognition program, “Real Time Rewards,” is an online platform which enables employees to recognize and express appreciation to their colleagues’ contributions. In 2025, approximately 3,000 awards were distributed, whereby 46% of our employees were rewarded for their contributions. These rewards are comprised of both monetary and non-monetary awards and are also used to recognize service anniversaries, birthdays, and other notable events.

Learning and Development (L&D). At Ribbon we believe that investing in our employees’ personal and professional growth is essential for both individual success and organizational excellence. By providing robust learning opportunities, we enable employees to perform their current roles with maximum effectiveness while preparing them for future responsibilities.

Our comprehensive L&D programs are designed to: empower employees through knowledge and skill-building, boost engagement and collaboration across teams and enhance talent retention by fostering career development. These programs combine in-person sessions and online learning modules, covering both mandatory and elective topics. Core modules include essential areas such as ethical conduct, products and services, cybersecurity, workplace safety, human rights and anti-corruption.

Beyond the core curriculum, we offer tailored programs to meet diverse development needs that range from leadership development to personal effectiveness. In 2025 the L&D team delivered 27 live training webinars, 8 leadership development programs and 8 orientation programs for new hires. Approximately 12 training hours per employee was dedicated to training. Our commitment to continuous learning is not just an investment in skills, it’s an investment in our people and our future. By fostering a culture of growth and adaptability we ensure that our workforce remains innovative, resilient, and ready to lead in an ever-changing business landscape.

Safety, Health and Well-being. Our objective is to provide a safe and hazard-free work environment for all employees. Compliance with applicable safety regulations is a top priority and we strive to maintain our strong record for safety, which continues to be reinforced through regular training modules at all of our locations.

Ribbon continues to prioritize the well-being of our employees and their families worldwide. One of the key resources available is our Employee Assistance Program (“EAP”), a confidential service offered at no cost to employees and their dependents, providing support for a wide range of personal and professional needs.

To help employees understand how to access these resources, we host several EAP orientation sessions throughout the year. In 2025, we observed a notable increase in EAP utilization, highlighting the importance of these services in supporting overall wellness. In addition, as a company consistently advocating for a healthy, balanced lifestyle, we offer a wellness program, which is available to all employees and their families. This program includes a variety of wellness related topics delivered quarterly through activities such as webinars, exercise sessions, and engaging challenges.

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In 2025, we continued with our hybrid work model. Under this policy, which was introduced in 2023, employees spend a minimum of two days per week working from one of our offices. Consistent in-office presence remains a key component in fostering team collaboration, strengthening our company culture, and promoting a unified employee experience.

Community Investment. We value the communities in which we work. We encourage a service mindset among our employees wherever they are and support community involvement and engagement. Our Employee Engagement committees have developed ongoing relationships with local non-profit organizations where Ribbon and our employees are contributing both time and funds to provide needed support. Ribbon also sponsors events and campaigns that support organizations such as the American Heart Association, Make a Wish Foundation, and the United Way. Once again, in 2025 we provided a day of paid time off for all employees to participate in our Global Day of Service, during which employees are encouraged to volunteer and contribute to local charitable organizations in their communities. In 2025, 1,283 employees across the globe donated an aggregate of approximately 5,000 hours to support charitable organizations.

For additional information on Ribbon’s talent and our current engagement activities, please see our most recent sustainability report, which is available at https://ribboncommunications.com/company/sustainability-report.

Corporate Governance and Social Responsibility

We are committed to operating ethically, efficiently and inclusively. We aim to help improve the quality of the lives of people, society and the health of the planet through leveraging our expertise in transforming networks, enhancing security and delivering world-class solutions. We believe that communications technology and continuous innovation form the backbone upon which sustainable development largely depends. Major technology trends supported by our solutions include the accelerated adoption of collaboration platforms such as Microsoft Teams and Zoom; the 5G revolution; accelerating customers’ ability to transfer carbon-intensive data storage from using local physical environments to the cloud; supporting service providers’ increased network demands to allow more people to work from home; and using our analytics solutions to maximize network efficiencies. In addition, we believe we contribute to the communities in which we operate through the mitigation of climate change and other global sustainable development priorities.

We have taken a more strategic position to our environmental, social and governance (“ESG”) practices. Our ESG materiality study reviewed the expectations and requirements of both our stakeholders and our competitors to focus on the ESG practices that are most critical to our business and those where we believe we can make the largest positive impact. From this materiality study, we published a strategy, which we review with the Board of Directors from time to time, which we believe will positively impact our future environmental performance, and deliver social benefits for our customers, employees and society at large. Additionally, we believe the governance improvements made as a result of our strategy will result in enhancements in our accountability and that of our suppliers and partners.

We are committed to protecting the environment and reducing the impact on the environment within a product’s lifecycle through responsible product design and requiring suppliers to adhere to sustainable practices. An example of this is our focus on continuously improving the power and space efficiency of our products to reduce overall energy consumption. We align our compliance goals with component directives such as RoHS legislation in the European Union and China and with the European WEEE directive. We also hold a host of internationally recognized certifications for our global offerings, including ISO 9001: 2015 - Quality Management Systems; ISO 14001: 2015 - Environmental Management Systems; and SI 10000: 2013 - Social Responsibility (covering our sites in Israel).

It has always been paramount to our way of doing business to act with the utmost integrity, honesty and transparency. Our commitment to ethical business practices guide us in our compliance with national and international laws and regulations, including anti-corruption, anti-bribery and unfair competition, antitrust and human rights. We maintain a Code of Conduct that applies to all of our directors, employees, contractors and suppliers. We are committed to strong corporate governance practices, which include building long-term value and assuring success for our stockholders and other stakeholders, including employees, customers and the communities in which we operate.

For additional information regarding our corporate governance and our social responsibility goals and initiatives, please see “Corporate Governance” on our investor relations website (https://investors.ribboncommunications.com/) and our most recent sustainability report, which is available at ribboncommunications.com/company/company-policies/sustainability-report.

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Seasonality

We have experienced quarterly fluctuations in customer activity due to seasonal considerations. We typically experience increases in order volume in the fourth quarter due to greater spending on operating and capital expenditures by our service provider customers. We typically experience reductions in order volume toward the beginning of the calendar year, when our service provider customers are operationalizing their annual budgets and plans, which may result in lower revenue in the first quarter. These typical seasonal effects may vary. Accordingly, they should not be considered a reliable indicator of our future operating results.

Additional Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed with or furnished to the United States Securities and Exchange Commission (the “SEC”), are available free of charge through the SEC’s Internet site (https://www.sec.gov/) or our Internet site (http://www.ribboncommunications.com) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on, or that can be accessed through, our website does not constitute a part of this annual report and is not incorporated by reference herein.