rng-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________________________________

FORM 10-K/A

(Amendment No. 1)

______________________________________________________________________

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number: 001-36089

______________________________________________________________________

RingCentral, Inc.

(Exact name of Registrant as specified in its charter)

______________________________________________________________________


Delaware			94-3322844
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

20 Davis Drive

Belmont, California 94002

(Address of principal executive offices)

(650) 472-4100

(Registrant’s telephone number, including area code)

______________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock

RNG

New York Stock Exchange

par value $0.0001

Securities registered pursuant to section 12(g) of the Act:

None

______________________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive‑based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D‑1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2025, based on the closing price of $28.25 for shares of the Registrant’s common stock as reported by the New York Stock Exchange, was approximately $2.3 billion. Shares of common stock held by each executive officer, director, and their affiliated holders have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 20, 2026, there were 74,268,033 shares of Class A Common Stock and 9,804,538 shares of Class B Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS


PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	3
Item 11.	Executive Compensation	12
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item 13.	Certain Relationships and Related Transactions and Director Independence	33
Item 14.	Principal Accountant Fees and Services	35
PART IV
Item 15.	Exhibits	37
Item 1 6 .	S ummary	37

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment” or “Form 10-K/A”) to amend the Annual Report on Form 10-K of RingCentral, Inc., a Delaware corporation (referred to as “RingCentral,” the “Company,” “we,” “us,” or “our”) for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026 (the “Original Report”), is being filed for the purpose of including the information required to be disclosed by Part III of Form 10-K. This information was previously omitted from the Original Report in reliance on General Instruction G(3) to Form 10-K , which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such proxy statement is filed no later than 120 days after our fiscal year-end. The reference on the cover page of the Original Report to the incorporation by reference to portions of our 10-K/A in lieu of our definitive proxy statement into Part III of the Original Report has been deleted. This Amendment No. 1 hereby amends and restates in their entirety the cover page and Items 10 through 14 of Part III of the Original Report.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, in connection with this Form 10-K/A, our Chief Executive Officer and Chief Financial Officer are providing Rule 13a-14(a) certifications as included herein. We are amending Item 15 of Part IV solely to reflect the inclusion of these certifications.

Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Report. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the filing date of the Original Report. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Report was filed.


Nominees	Age	Position	Director Since
Vladimir Shmunis	65	Chairman and Chief Executive Officer	1999
Prat Bhatt(1)(2)	59	Director	2024
Mahmoud ElAssir	51	Director	2025
Kenneth Goldman(1)(2)(3)	76	Director	2017
Amy Guggenheim Shenkan(3)	61	Director	2024
Robert Theis(1)(2)(3)	64	Director	2011


(1)						Member of the audit committee
(2)						Member of the compensation committee
(3)						Member of the nominating and corporate governance committee


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)	Total ($)
Prat Bhatt (2)	131,250	482,426	—	613,676
Mignon Clyburn (3)	55,000	145,467	—	200,467
Mahmoud ElAssir (4)	137	—	—	137
Kenneth Goldman (5)	91,250	145,467	—	236,717
Amy Guggenheim Shenkan (6)	55,000	745,449	—	800,449
Robert Theis (7)	91,250	145,467	—	236,717


8x8	Five9	Twilio
Asana	Freshworks	Verint Systems
Bandwidth	MeridianLink	Zoom Communications
Box	Qualys	Zoominfo Technologies
C3.ai	SentinelOne	Zuora
Dropbox	Sprinklr


Name	2025 Base Salary	2024 Base Salary	Percent Increase
Vladimir Shmunis	$500,000	$500,000	—
Vaibhav Agarwal	$500,000	$500,000	—
Kira Makagon	$500,000	—	—
John Marlow	$450,000	$450,000	—
Abhey Lamba	$500,000	$500,000	—


Name	2025 Target Bonus Opportunity (as a % of 2025 Base Salary)		2025 Target Bonus Opportunity
Vladimir Shmunis	100	%	$	500,000
Vaibhav Agarwal	100	%	$	500,000
Kira Makagon	100	%	$	500,000
John Marlow	100	%	$	450,000
Abhey Lamba	100	%	$	500,000


	Revenue												Non-GAAP Operating Margin
	Q1			Q2			Q3			Q4			Q1		Q2		Q3		Q4
Target (in millions)	$	609.3		$	619.5		$	635.4		$	650.9		21.3	%	22.3	%	22.6	%	23.6	%
Achievement (% of Target)	100.5		%	100.1		%	100.5		%	99.0		%	102.1	%	101.3	%	100.9	%	96.3	%
Payout (% of Target)	104.6		%	101.4		%	105.1		%	89.5		%	100.0	%	100.0	%	100.0	%	96.3	%


Revenue	Payout	Free Cash Flow	Payout	Company TSR Percentile	Payout
Less than $2,389M	0%	Less than $404M	0%	Up to 10th	0%
$2,389M	0%	$404M	0%	11th to 20th	25%
$2,515M	100%	$505M	100%	21st to 30th	50%
$2,641M	200%	$606M	200%	31st to 40th	75%
				41st to 50th	100%
				51st to 60th	125%
				61st to 70th	150%
				71st to 80th	175%
				81st to 90th	200%
				91st and above	200%


Name	Intended Value of RSUs		Intended Target Value of PSUs
Vladimir Shmunis	$	6,000,000	$	6,000,000
Vaibhav Agarwal	$	1,500,000	$	1,250,000
Kira Makagon	$	5,000,000	$	5,000,000
John Marlow	$	1,500,000	$	1,500,000


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($) (3)	Total ($)
Vladimir Shmunis Chief Executive Officer	2025	500,000	—	13,489,367	559,037 (4)	17,922	14,566,326
	2024	376,367	—	14,565,146	533,311	16,272	15,491,096
	2023	5,470	—	20,616,162	508,722	10,733	21,141,087
Vaibhav Agarwal Chief Financial Officer	2025	500,000	—	4,824,878	528,482 (5)	8,952	5,862,312
	2024	500,000	—	4,317,415	483,159	8,532	5,309,106
	2023	135,000	—	3,203,409	410,342	7,443	3,756,194
Kira Makagon President and Chief Operating Officer	2025	500,000	—	11,342,495	528,482 (6)	14,612	12,385,589
	2024	—	—	—	—	—	—
	2023	—	—	—	—	—	—
John Marlow Chief Administrative Officer, Senior Vice President, Corporate Development, General Counsel and Secretary	2025	450,000	—	3,372,383	505,909 (7)	8,802	4,337,094
	2024	450,000	—	4,091,861	482,766	8,982	5,033,609
	2023	60,000	—	9,339,843	457,844	6,188	9,863,875
Abhey Lamba Former Chief Financial Officer	2025	297,436	—	—	253,769 (8)	4,778	555,983
	2024	41,666	—	11,999,125	38,801	—	12,079,592
	2023	—	—	—	—	—	—


			Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Grant Date	Approval Date	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Securities Underlying Restricted Stock Units (#)	Grant Date Fair Value of Stock Awards ($)(1)
Vladimir Shmunis	2/20/2025	2/11/2025	—	—	—	3,867	118,988
	5/20/2025	5/19/2025	1 (2)	126,685 (4)	253,369 (6)	—	6,562,259
	5/20/2025	5/1/2025	—	—	—	4,566	124,834
	5/20/2025	5/19/2025	—	—	—	253,369	6,927,108
	8/20/2025	7/30/2025	—	—	—	4,964	145,991
	11/20/2025	10/28/2025	—	—	—	4,787	125,036
Vaibhav Agarwal	2/20/2025	2/11/2025	—	—	—	4,060	124,926
	5/15/2025	5/1/2025	—	—	—	4,566	127,894
	5/20/2025	5/19/2025	1 (2)	26,393 (4)	52,786 (6)	—	1,367,163
	5/20/2025	5/19/2025	—	—	—	63,343	1,731,798
	8/4/2025	8/4/2025	—	—	—	72,548	1,725,917
	8/15/2025	7/30/2025	—	—	—	4,964	152,593
	11/17/2025	10/28/2025	—	—	—	4,787	128,196
Kira Makagon	2/18/2025	2/15/2025	—	—	—	4,277	144,605
	5/15/2025	5/1/2025	—	—	—	4,566	127,894
	5/20/2025	5/19/2025	1 (3)	70,381 (5)	140,761 (7)	—	5,569,901
	5/20/2025	5/19/2025				211,141	5,772,595
	8/15/2025	7/30/2025				4,964	152,593
	11/17/2025	10/28/2025				4,787	128,196
John Marlow	2/20/2025	2/11/2025	—	—	—	3,480	107,080
	5/15/2025	5/1/2025	—	—	—	4,109	115,093
	5/20/2025	5/19/2025	1 (2)	31,672 (4)	63,343 (6)		1,640,585
	5/20/2025	5/19/2025				63,343	1,731,798
	8/20/2025	7/30/2025				4,468	131,404
	11/20/2025	10/28/2025				4,309	112,551
Abhey Lamba	2/20/2025	2/11/2025	—	—	—	1,261	38,801
	5/15/2025	5/1/2025	—	—	—	4,566	127,894


	Class A		Class B		% of Total Voting
	Shares	%	Shares	%	Power †
5% Stockholders:
Entities affiliated with Vladimir Shmunis (1)	140,668	*	5,471,618	55.9	31.8
Entities affiliated with Vlad Vendrow (2)	96,820	*	2,945,295	30.1	17.1
Capital World Investors (3)	11,735,991	15.7	—	*	6.8
BlackRock, Inc. (4)	10,248,861	13.7	—	*	5.9
Vanguard Portfolio Management (5)	8,019,586	10.8	—	*	4.7
Ameriprise Financial, Inc. (6)	6,371,193	8.5	—	*	3.7
Sylebra Capital Limited (7)	3,912,007	5.2	—	*	2.3
Named Executive Officers and Directors:
Vladimir Shmunis (1)	140,668	*	5,471,618	55.9	31.8
Vaibhav Agarwal (8)	10,569	*	—	*	*
Kira Makagon (9)	29,861	*	—	*	*
John Marlow (10)	242,429	*	273,714	2.8	1.7
Abhey Lamba (11)	9,581	*	—	*	*
Prat Bhatt (12)	25,802	*	—	*	*
Mahmoud ElAssir (13)	2,529	*	—	*	*
Kenneth Goldman (14)	36,370	*	—	*	*
Amy Guggenheim Shenkan (15)	10,252	*	—	*	*
Robert Theis (16)	28,304	*	—	*	*
All current executive officers and directors as a group (9 persons)(17)	526,784	*	5,745,332	58.7	33.6


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the first Column)
Equity compensation plans approved by stockholders
2013 Equity Incentive Plan (1)	6,275,169	—	14,229,173
Amended and Restated Employee Stock Purchase Plan (2)	—	—	6,854,792
Equity compensation plans not approved by stockholders	—	—	—
Total	6,275,169	—	21,083,965


		Option Awards									Stock Awards
		Number of Securities Underlying Unexercised Options (#)				Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested ($)(1)
Name	Grant Date	Exercisable		Unexercisable
Vladimir Shmunis		5/19/2023	—		—		—		—		32,014 (2)		924,564
		5/19/2023	—		—		—		—		26,000 (3)		750,880
		5/19/2024	—		—		—		—		22,885 (4)		660,919
		5/19/2024	—		—		—		—		22,985 (5)		663,807
		5/20/2025	—		—		—		—		253,369 (6)		7,317,297
		5/20/2025	—		—		—		—		158,356 (7)		4,573,321
Vaibhav Agarwal		5/19/2023	—		—		—		—		4,448 (2)		128,458
		5/19/2023	—		—		—		—		13,542 (8)		391,093
		5/19/2024	—		—		—		—		5,500 (4)		158,840
		5/19/2024	—		—		—		—		27,631 (9)		797,983
		5/20/2025	—		—		—		—		52,786 (6)		1,524,460
		5/20/2025	—		—		—		—		39,590 (10)		1,143,359
		8/4/2025	—		—		—		—		72,548 (11)		2,095,186
Kira Makagon		5/11/2023	—		—		—		—		3,558 (12)		102,755
		5/11/2023	—		—		—		—		10,834 (13)		312,886
		5/19/2024	—		—		—		—		53,186 (4)		1,536,012
		5/19/2024	—		—		—		—		26,594 (14)		768,035
		5/20/2025	—		—		—		—		211,141 (6)		6,097,752
		5/20/2025	—		—		—		—		171,553 (15)		4,954,451
John Marlow		5/19/2023	—		—		—		—		14,229 (2)		410,934
		5/19/2023	—		—		—		—		43,333 (16)		1,251,457
		5/19/2024	—		—		—		—		5,214 (4)		150,580
		5/19/2024	—		—		—		—		26,182 (17)		756,136
		5/20/2025	—		—		—		—		63,343 (6)		1,829,346
		5/20/2025	—		—		—		—		39,590 (18)		1,143,359
Abhey Lamba (19)		—	—	—	—	—	—	—	—		—		—


	Cash Severance ($)(1)	Value of Accelerated Equity Awards ($)(2)	Continuing Health Coverage ($)(3)	Total ($)
Vladimir Shmunis	500,000	10,317,467	27,202	10,844,669
Vaibhav Agarwal	500,000	2,915,436	38,738	3,454,174
Kira Makagon	500,000	5,753,387	27,202	6,280,589
John Marlow	450,000	3,996,934	38,738	4,485,672
Abhey Lamba (4)	—	—	—	—


	2025		2024
Audit Fees (1)	$	3,118,094	$	3,328,137
Audit-Related Fees	—		—
Tax Fees	—		—
All Other Fees (2)	11,000		9,500
Total Fees	$	3,129,094	$	3,337,637


Exhibit Number			Description
31.3			Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4			Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
104			Cover Page Interactive Data File (formatted as inline XBRL)


			RINGCENTRAL, INC.

Date: April 30, 2026			/s/ Vladimir Shmunis
			Vladimir Shmunis
			Chairman and Chief Executive Officer (Principal Executive Officer)

Date: April 30, 2026			/s/ Vaibhav Agarwal
			Vaibhav Agarwal
			Chief Financial Officer (Principal Financial Officer)

Date: April 30, 2026			/s/ Tarun Arora
			Tarun Arora
			Chief Accounting Officer (Principal Accounting Officer)



*By:						/s/ Vladimir Shmunis
						Vladimir Shmunis, As attorney-in-fact

Amendment: SEC Form 10-K/A filed by RingCentral Inc.