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STOCK-BASED COMPENSATION PLANS | 12 Months Ended
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Dec. 31, 2025
STOCK-BASED COMPENSATION PLANS |
STOCK-BASED COMPENSATION PLANS | (19) STOCK-BASED COMPENSATION PLANS The Company grants stock-based compensation to employees, officers and non-employee directors, as well as consultants and advisors of the Company and its subsidiaries. On February 19, 2025 (the “Effective Date”), our Board adopted the Ribbon Communications Inc. 2025 Incentive Award Plan (the “2025 Incentive Award Plan”), which replaced the Amended and Restated 2019 Incentive Award Plan. The 2025 Incentive Award Plan provides for the award of stock options, stock appreciation rights, restricted stock awards (“RSAs”), performance-based stock awards, restricted stock units (“RSUs”), performance-based stock units (“PSUs”) and other stock- or cash-based awards. The Company may also grant certain one-time stand-alone inducement awards outside of the 2025 Incentive Award Plan. Executive Equity Arrangements Performance-Based Stock Grants In addition to granting RSAs and RSUs to its executives and certain of its employees, the Company also grants PSUs to certain of its executives and certain other employees. Vesting periods for RSAs, RSUs, and PSUs granted range from one to three years. PSUs granted consist of 60% that have both performance and service conditions (the “Performance PSUs”) and 40% that have both market and service conditions (the “Market PSUs”). Each Performance PSU is comprised of three consecutive fiscal year performance periods beginning in the year of grant, with one-third of the Performance PSUs attributable to each fiscal year performance period. The Market PSUs have one three-year performance period, beginning January 1 in the year of grant and ending on December 31, three years thereafter. The number of shares of common stock underlying the PSUs that can be earned will not exceed 150% of the Performance or 200% Market PSUs. Shares subject to PSUs that fail to be earned will be forfeited. Restricted Stock Units The activity related to the Company’s RSUs for the year ended December 31, 2025 was as follows: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | ​ | ​ ​ ​ | Weighted
​ | ​ | ​ | ​ | Average
​ | ​ | ​ | ​ | Grant Date
​ | ​ | Shares | ​ | Fair Value
Unvested balance at January 1, 2025 |  | 3,997,108 | ​ | $ | 3.04
Granted |  | 9,489,433 | ​ | $ | 3.13
Vested |  | (3,334,571) | ​ | $ | 3.08
Forfeited |  | (223,714) | ​ | $ | 2.80
Unvested balance at December 31, 2025 |  | 9,928,256 | ​ | $ | 3.12
​ The total grant date fair value of restricted stock underlying RSUs that vested was $10.3 million, $15.5 million and $19.3 million, in the years ended December 31, 2025, 2024 and 2023, respectively. Performance-Based Stock Units The activity related to the Company’s PSUs for the year ended December 31, 2025 was as follows: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ ​ ​ | ​ | ​ ​ ​ | Weighted
​ | ​ | ​ | ​ | Average
​ | ​ | ​ | ​ | Grant Date
​ | ​ | Shares | ​ | Fair Value
Unvested balance at January 1, 2025 |  | 3,605,892 | ​ | $ | 3.75
Granted |  | 2,334,302 | ​ | $ | 4.04
Vested |  | (423,677) | ​ | $ | 3.52
Forfeited |  | (461,794) | ​ | $ | 3.53
Unvested balance at December 31, 2025 |  | 5,054,723 | ​ | $ | 3.93
​ The total grant date fair value of restricted stock underlying PSUs that vested was $1.5 million, $0.9 million and $2.6 million, in the years ended December 31, 2025, 2024 and 2023, respectively. Stock-Based Compensation The consolidated statements of operations included stock-based compensation for the years ended December 31, 2025, 2024 and 2023 as follows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year ended December 31,
​ | ​ ​ ​ | 2025 | ​ ​ ​ | 2024 | ​ ​ ​ | 2023
Product cost of revenue | ​ | $ | 159 |  | $ | 300 |  | $ | 510
Service cost of revenue |  | ​ | 801 |  | ​ | 1,325 |  | ​ | 2,147
Research and development |  | ​ | 2,014 | ​ | ​ | 3,166 | ​ | ​ | 4,933
Sales and marketing | ​ | ​ | 4,647 | ​ | ​ | 4,397 | ​ | ​ | 7,111
General and administrative | ​ | ​ | 11,785 | ​ | ​ | 6,898 | ​ | ​ | 7,105
​ | ​ | $ | 19,406 |  | $ | 16,086 |  | $ | 21,806
​ At December 31, 2025, there was $30.2 million, net of expected forfeitures, of unrecognized stock-based compensation expense related to unvested RSUs and PSUs. This expense is expected to be recognized over a weighted average period of approximately 1.6 years. The Company issues authorized and unissued shares under its equity plans and at December 31, 2025, there were approximately 5.5 million total shares of common stock reserved for that purpose with no shares authorized only for issuance of shares upon exercise of stock options.

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