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Form 8-K

sec.gov

8-K — RingCentral, Inc.

Accession: 0001384905-26-000043

Filed: 2026-07-23

Period: 2026-07-23

CIK: 0001384905

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rng-20260723.htm (Primary)

EX-99.1 (rng-20260630x8kxex991.htm)

GRAPHIC (ringcentrallogocolora.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rng-20260723.htm · Sequence: 1

rng-20260723

0001384905false00013849052026-07-232026-07-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2026

______________________

RINGCENTRAL, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36089 94-3322844

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

20 Davis Drive, Belmont, CA 94002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 472-4100

(Former name or former address, if changed since last report)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.  ☐

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

Item 2.02. Results of Operations and Financial Condition.

The information in Item 2.02 of this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On July 23, 2026, RingCentral, Inc. (the “Company”) issued a press release regarding its financial results for its fiscal quarter ended June 30, 2026. The full text of the Company’s press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

Exhibit

Description

99.1

Press release dated July 23, 2026

104 Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 23, 2026

RINGCENTRAL, INC.

By:

/s/ Vaibhav Agarwal

Name:

Vaibhav Agarwal

Title:

Chief Financial Officer

EX-99.1

EX-99.1

Filename: rng-20260630x8kxex991.htm · Sequence: 2

Document

Exhibit 99.1

RingCentral Announces Second Quarter 2026 Financial Results

Total revenue up 5.9%; GAAP and non-GAAP margins and EPS all above high end of guidance

13% of ARR is now from customers utilizing a native paid AI product, doubling year-over-year

Raising quarterly dividend by approximately 67% to $0.125 per share

Raising full year outlook on revenue, GAAP and non-GAAP margins and free cash flow

Belmont, Calif. – July 23, 2026 – RingCentral, Inc. (NYSE: RNG), a global leader in AI-powered customer engagement, today announced financial results for the second quarter ended June 30, 2026.

Second Quarter Financial Highlights

•Subscriptions revenue increased approximately 5.8% year-over-year to $634 million.

•Total revenue increased approximately 5.9% year-over-year to $657 million.

•GAAP operating margin of 7.7%, compared to 6.0% in the prior year.

•Non-GAAP operating margin of 23.4%, up approximately 90 basis points year-over-year.

•GAAP EPS of $0.45 compared to $0.14 last year.

•Non-GAAP EPS of $1.22 compared to $1.06 last year.

•Net cash provided by operating activities of $206 million, up 23.3% year-over-year.

•Free cash flow of $180 million, up 24.8% year-over-year.

•Reduced stock-based compensation expense as a percentage of revenue by 150 basis points year-over-year.

•Repurchased approximately 2.2 million shares for a total of $94 million.

“We delivered another strong quarter, exceeding the high end of guidance across all key metrics while accelerating our transformation into an Agentic Voice AI leader,” said Vlad Shmunis, RingCentral’s Founder, Chairman and CEO. “Customers using at least one paid AI product now represent approximately 13% of ARR, having doubled year-over-year. This is a reflection of the growing value of our AI portfolio. Powered by our global voice network, rich customer interaction data, and ability to orchestrate AI and human agents, RingCentral is uniquely positioned to lead the future of customer engagement.”

“RingCentral is in a unique position, with a strong recurring core business, a widening moat, increasing momentum from AI-led products, and a financial profile that continues to strengthen,” said Vaibhav Agarwal, RingCentral’s CFO. “We are growing revenues, driving operating efficiencies, and generating high-quality free cash flow, which gives us the flexibility to invest in growth, strengthen the balance sheet, and return capital to shareholders positioning us for long-term growth to compound free cash flow and create meaningful long-term shareholder value.”

RingCentral Declares a Dividend

RingCentral’s Board of Directors approved an increase in the Company's quarterly cash dividend by approximately 67% from $0.075 to $0.125 per share of our outstanding capital stock, payable on August 20, 2026 to stockholders of record as of the close of business on August 6, 2026.

Financial Results for the Second Quarter 2026

•Revenue: Total revenue was $657 million for the second quarter of 2026, up from $620 million in the second quarter of 2025, representing 5.9% year-over-year growth. Subscriptions revenue of $634 million increased 5.8% year-over-year and accounted for 96% of total revenue.

•Operating Income: GAAP operating income was $50 million, compared to $37 million in the same period last year. Non-GAAP operating income was $154 million, or 23.4% of total revenue, compared to $140 million, or 22.6% of total revenue, in the same period last year.

•Adjusted EBITDA: Adjusted EBITDA was $177 million, or 26.9% of total revenue, compared to $162 million, or 26.0% of total revenue, in the same period last year.

•Net Income Per Share: GAAP net income per diluted share improved to $0.45, compared to $0.14 in the same period last year. Diluted non-GAAP net income per share was $1.22, compared to $1.06 per share in the same period last year. The second quarters of 2026 and 2025 each reflected a non-GAAP tax rate of approximately 22.5%.

•Cash Flow: Net cash provided by operating activities for the second quarter of 2026 was $206 million, or 31.4% of total revenue, compared to $167 million, or 27.0% of total revenue, for the second quarter of 2025. Free cash flow for the second quarter of 2026 was $180 million, or 27.4% of total revenue, compared to $144 million, or 23.3% of total revenue, for the second quarter of 2025.

•Cash and Cash Equivalents: Total cash and cash equivalents at the end of the second quarter of 2026 was $112 million. Our cash balance reflects the repurchase of $94 million in shares during the second quarter of 2026 under the share repurchase plans previously authorized by our Board. We currently have approximately $326 million remaining under our total authorization.

Additional Highlights

•Expanded AIR Pro with agentic AI capabilities in RingCX, including native AI agents embedded directly into customer engagement workflows, autonomous AI-powered outbound outreach, and intelligent handoffs that seamlessly transfer conversations to live agents with full customer context.

•Enhanced AVA (AI Virtual Assistant) with AI-powered Workflow Builder and conversational analytics, enabling users to create RingCX workflows using natural language and instantly retrieve reports, metrics, and operational insights through simple prompts.

•Advanced RingWEM capabilities with Live Screen Monitoring, giving supervisors real-time visibility into agent interactions and the ability to coach agents live, improving quality management, compliance, and workforce performance.

•RingCentral named to TIME’s list of America’s Best Companies 2026. Presented in collaboration with Statista, the ranking recognizes U.S. companies demonstrating excellence in employee satisfaction, financial performance, and sustainability transparency.

•Nucleus Research named RingCX a Leader in its CCaaS Technology Value Matrix, recognizing RingCentral's AI, workforce engagement, and embedded contact center investments.

•Aragon Research named RingCX a Leader in its Intelligent Contact Center for SMB Globe report, specifically citing the OpenAI partnership as positioning RingCentral to lead the shift toward agentic voice AI across the full customer interaction lifecycle.

•ISG named RingCentral a Leader in its Collaborative AI Suites Buyers Guide — and a category leader in AI Capabilities specifically.

•Metrigy gave RingCentral Top Provider recognition in its 2026 MetriStar Award for UCaaS, based on direct customer ratings — with high scores in voice quality, platform integrations, and ease of use.

Financial Outlook

Third Quarter 2026 Guidance:

•Subscriptions revenue of $643 to $649 million.

•Total revenue of $664 to $670 million.

•GAAP operating margin of 7.2% to 8.6%.

•Non-GAAP operating margin of 23.5% to 24.0%

•Non-GAAP EPS of $1.25 to $1.30 based on approximately 86.5 million fully diluted shares.

•Share-based compensation of $63 to $67 million.

Our full year 2026 guidance is:

•Raising subscriptions revenue range to $2.550 billion to $2.561 billion.

•Raising total revenue range to $2.635 billion to $2.646 billion.

•Raising GAAP operating margin to 9.0% to 9.7%.

•Raising non-GAAP operating margin to approximately 23.6% to 24.0%.

•Raising non-GAAP EPS of $4.96 to $5.10 based on 87.0 to 86.5 million fully diluted shares.

•Share-based compensation of $240 to $245 million.

•Raising free cash flow guidance of $615 to $625 million.

Conference Call Details:

•What: RingCentral financial results for the second quarter of 2026 and outlook for the third quarter and full year of 2026.

•When: Thursday, July 23, 2026 at 2:00PM PT (5:00PM ET).

•Dial-in: 1-888-349-0093 from the United States; 1-412-317-5201 internationally

•Webcast: https://ir.ringcentral.com (live and replay).

Investor Presentation Details

An investor presentation providing additional information and analysis can be found at https://ir.ringcentral.com.

About RingCentral

RingCentral is a global leader in AI–powered customer engagement, delivering an integrated platform for business phone, SMS, contact center, workforce engagement management, video collaboration, and messaging. Powered by advanced AI capabilities, RingCentral delivers intelligence at every phase of the conversation journey — before, during, and after each human interaction. With RingCentral, businesses can work smarter, respond faster, and connect more meaningfully with their customers. Visit ringcentral.com to learn more.

Forward-Looking Statements

This press release contains “forward-looking statements,” including but not limited to, statements regarding our future financial results, our GAAP and non-GAAP guidance, the results of the pace of our innovation, our expectations around our platform and the contribution of our new products, and the payment of dividends. Forward-looking statements are subject to known and unknown risks and uncertainties, and are based on assumptions that may prove to be incorrect, which could cause actual results to differ materially from those expected or implied by the forward-looking statements. Among the important factors that could cause actual results to differ materially from those in any forward-looking statements are: our ability to attract new customers and grow at our expected rate of growth; our ability to add and retain larger and enterprise customers and enter new geographies and markets; our ability to develop and continue to release, and gain customer acceptance of, new and improved versions of our services; our use of AI technologies to help drive future growth; our ability to compete successfully against existing and new competitors; our ability to enter into and maintain relationships with channel partners and strategic partners; our ability to realize the anticipated benefits of our strategic relationships; our ability to successfully and

timely integrate, and realize the benefits of any significant acquisition we may make; our ability to manage our expenses and growth; factors affecting the payment of dividends; and general market, political, economic, and business conditions, as well as those risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, and in other filings we make with the Securities and Exchange Commission from time to time.

All forward-looking statements in this press release are based on information available to RingCentral as of the date hereof, and we undertake no obligation to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.

Non-GAAP Financial Measures

Our reported financial results and financial outlook include certain Non-GAAP financial measures, including Non-GAAP subscriptions gross margin, Non-GAAP other gross margin, Non-GAAP income from operations, Non-GAAP operating margin, Non-GAAP adjusted EBITDA, Non-GAAP net income, Non-GAAP net income per diluted share, Non-GAAP free cash flow and Non-GAAP free cash flow margin.

Non-GAAP subscriptions gross margin is defined as Non-GAAP subscriptions gross profit divided by GAAP subscriptions revenues. Non-GAAP subscriptions gross profit is defined as GAAP subscriptions revenues less Non-GAAP subscriptions cost of revenues. Non-GAAP subscriptions cost of revenues is defined as GAAP subscriptions cost of revenues adjusted for share-based compensation which includes related employer payroll taxes, amortization of acquired intangibles, third-party relocation and other costs and restructuring costs.

Non-GAAP other gross margin is defined as Non-GAAP other gross profit divided by GAAP other revenues. Non-GAAP other gross profit is defined as GAAP other revenues less Non-GAAP other cost of revenues. Non-GAAP other cost of revenues is defined as GAAP other cost of revenues adjusted for share-based compensation which includes related employer payroll taxes, amortization of acquired intangibles and restructuring costs.

Non-GAAP income from operations is defined as GAAP income from operations excluding share-based compensation which includes related employer payroll taxes, amortization of acquired intangibles, asset write-down charges, third-party relocation costs tied to the conflict between Russia and Ukraine and other costs including acquisition-related transaction costs, certain litigation-related costs, impairment charges related to abandoned internal-use software, change in fair-value of contingent consideration, one-time expenses related to strategic consulting services, other cost-reduction and productivity initiatives, and restructuring costs. Non-GAAP operating margin is defined as Non-GAAP income from operations divided by total GAAP revenue. Non-GAAP adjusted EBITDA is defined as Non-GAAP income from operations excluding depreciation and amortization.

Non-GAAP net income is defined as GAAP net income (loss) excluding share-based compensation which includes related employer payroll taxes, amortization of acquired intangibles, asset write-down charges, third-party relocation costs tied to the conflict between Russia and Ukraine and other costs including acquisition-related transaction costs, certain litigation-related costs, impairment charges related to abandoned internal-use software, change in fair-value of contingent consideration, net impact of amended agreements with partners, loss (gain) associated with investments, intercompany remeasurement gains or losses, one-time expenses related to strategic consulting services, other cost-reduction and productivity initiatives, restructuring costs, non-cash interest expense associated with amortization of debt discount and loss (gain) on early extinguishment of debt, and the related income tax effect of these adjustments.

Non-GAAP free cash flow is defined as GAAP net cash provided by operating activities adjusted for capital expenditures including purchases of property and equipment and capitalized internal-use software. We believe information regarding Non-GAAP free cash flow provides useful information to investors in understanding and evaluating the strength of liquidity and available cash. Non-GAAP free cash flow margin is defined as Non-GAAP free cash flow divided by total GAAP revenues.

We have included Non-GAAP subscriptions gross margin, Non-GAAP other gross margin, Non-GAAP operating margin, Non-GAAP income from operations, Non-GAAP adjusted EBITDA, Non-GAAP net income , Non-GAAP

net income per diluted share, Non-GAAP free cash flow and Non-GAAP free cash flow margin in this press release because they are key measures used by us to understand and evaluate our operating performance and trends, to prepare and approve our annual budget, and to develop short and long-term operational plans. In particular, the exclusion of certain expenses and cash flow items in calculating Non-GAAP subscriptions gross margin, Non-GAAP other gross margin, Non-GAAP operating margin, Non-GAAP income from operations, Non-GAAP adjusted EBITDA, Non-GAAP net income, Non-GAAP net income per diluted share, Non-GAAP free cash flow, and Non-GAAP free cash flow margin provide useful measure for period-to-period comparisons of our business.

Although Non-GAAP subscriptions gross margin, Non-GAAP other gross margin, Non-GAAP operating margin, Non-GAAP income from operations, Non-GAAP adjusted EBITDA, Non-GAAP net income, Non-GAAP net income per diluted share, Non-GAAP free cash flow and Non-GAAP free cash flow margin are frequently used by investors in their evaluations of companies, these non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered alongside other financial performance measures.

For a reconciliation of our forecasted non-GAAP operating margin and free cash flow, see “Reconciliation of Forecasted Operating Margin and Free Cash Flow GAAP Measures to Non-GAAP Measures.” We have not reconciled our forecasted non-GAAP EPS to its respective forecasted GAAP measure because we do not provide guidance on it. We do not provide guidance on forecasted GAAP EPS because of the inherent uncertainty and complexity involved in forecasting the intercompany remeasurement gain (loss), gain (loss) associated with investments, gain (loss) on early debt extinguishment, and provision (benefit) from income taxes including the affect and timing of release of valuation allowance related to our deferred tax assets in certain jurisdictions, which could be significant reconciling items between the non-GAAP and respective GAAP measures. The intercompany remeasurement gain (loss) is affected by the movement in various exchange rates relative to the U.S. Dollar, which is difficult to predict and subject to constant change. We do not provide guidance on gain (loss) associated with investments as it is based on future share prices, which are difficult to predict and subject to inherent uncertainties. We do not provide guidance on gain (loss) on early debt extinguishments as these are based on timing of future settlement requests and interest rates, which are difficult to predict and are subject to inherent uncertainties. We do not provide guidance on forecasted GAAP tax rates as we do not forecast discrete tax items as they are difficult to predict. We utilized a projected long-term tax rate in our computation of the non-GAAP income tax provision. For fiscal 2026, we have determined the projected non-GAAP tax rate to be 22.5%. Accordingly, a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure is not available without unreasonable effort.

Reconciliations of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included in this press release.

Our reported results also include our annualized exit monthly recurring subscriptions (ARR), as well as Net Monthly Subscriptions Dollar Retention Rate. We define our ARR as our monthly recurring subscriptions (MRR) multiplied by 12. Our MRR equals the monthly value of all customer recurring charges contracted at the end of a given month. We believe this metric is a leading indicator of our anticipated subscriptions revenue. We define our Net Monthly Subscription Dollar Retention Rate as (i) one plus (ii) the quotient of Dollar Net Change divided by Average Monthly Recurring Subscriptions. We calculate dollar net change as the quotient of (i) the difference of our monthly recurring subscriptions at the end of a period minus our monthly recurring subscriptions at the beginning of a period minus our monthly recurring subscriptions at the end of the period from new customers we added during the period, (ii) all divided by the number of months in the period. We define our average monthly recurring subscriptions as the average of the monthly recurring subscriptions at the beginning and end of the measurement period.

© 2026 RingCentral, Inc. All rights reserved. RingCentral, RingCentral Contact Center and the RingCentral logo are trademarks of RingCentral, Inc.

Investor Relations Contact:

Steven Horwitz

ir@ringcentral.com

Media Contact:

Mariana Leventis, RingCentral

Mariana.Leventis@ringcentral.com

TABLE 1

RINGCENTRAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

June 30, 2026 December 31, 2025

Assets

Current assets

Cash and cash equivalents $ 111,501  $ 132,564

Accounts receivable, net 389,043  384,100

Deferred and prepaid sales commission costs 157,371  167,304

Prepaid expenses and other current assets 75,298  81,190

Total current assets 733,213  765,158

Property and equipment, net 190,219  186,570

Operating lease right-of-use assets 40,518  30,855

Deferred and prepaid sales commission costs, non-current 227,909  252,504

Goodwill 102,832  97,792

Acquired intangibles, net 77,356  135,410

Other assets 9,318  13,166

Total assets $ 1,381,365  $ 1,481,455

Liabilities, Temporary Equity, and Stockholders’ Deficit

Current liabilities

Accounts payable $ 21,676  $ 27,677

Accrued liabilities 299,378  297,633

Current portion of long-term debt, net 46,269  624,216

Deferred revenue 295,340  269,122

Total current liabilities 662,663  1,218,648

Long-term debt, net 1,074,377  629,580

Operating lease liabilities 23,468  14,372

Other long-term liabilities 31,767  7,525

Total liabilities 1,792,275  1,870,125

Temporary equity

Series A convertible preferred stock 199,449  199,449

Stockholders’ deficit

Common stock 8  9

Additional paid-in capital 1,043,421  1,123,447

Accumulated other comprehensive income 3,286  2,458

Accumulated deficit (1,657,074) (1,714,033)

Total stockholders’ deficit (610,359) (588,119)

Total liabilities, temporary equity and stockholders’ deficit $ 1,381,365  $ 1,481,455

TABLE 2

RINGCENTRAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Revenues

Subscriptions $ 633,649  $ 598,728  $ 1,256,815  $ 1,188,840

Other 23,362  21,670  44,395  43,614

Total revenues 657,011  620,398  1,301,210  1,232,454

Cost of revenues

Subscriptions 159,504  150,788  313,912  303,883

Other 25,198  28,162  50,220  55,517

Total cost of revenues 184,702  178,950  364,132  359,400

Gross profit 472,309  441,448  937,078  873,054

Operating expenses

Research and development 82,801  77,539  164,514  159,522

Sales and marketing 274,907  263,585  547,750  538,483

General and administrative 64,316  63,361  124,501  127,746

Total operating expenses 422,024  404,485  836,765  825,751

Income from operations 50,285  36,963  100,313  47,303

Other income (expense), net

Interest expense (18,672) (16,466) (33,477) (32,581)

Other income (expense) 10,638  (4,820) 9,524  (3,418)

Other expense, net (8,034) (21,286) (23,953) (35,999)

Income before income taxes 42,251  15,677  76,360  11,304

Provision for income taxes 3,136  2,484  6,627  8,439

Net income $ 39,115  $ 13,193  $ 69,733  $ 2,865

Net income per common share

Basic $ 0.47  $ 0.15  $ 0.83  $ 0.03

Diluted $ 0.45  $ 0.14  $ 0.80  $ 0.03

Weighted-average number of shares used in computing net income per share

Basic 84,049  90,710  84,354  90,861

Diluted 86,619  92,056  86,803  92,488

TABLE 3

RINGCENTRAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

Six Months Ended

June 30,

2026 2025

Cash flows from operating activities

Net income $ 69,733  $ 2,865

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 113,997  109,982

Share-based compensation 111,796  141,350

Amortization of deferred and prepaid sales commission costs 78,716  81,863

Amortization of debt discount and issuance costs 1,605  2,381

Loss on early extinguishment of debt 6,409  4,988

Reduction of operating lease right-of-use assets 11,832  12,706

Provision for bad debt 6,813  8,008

Other 4,510  (386)

Changes in assets and liabilities:

Accounts receivable (8,841) (12,907)

Deferred and prepaid sales commission costs (58,806) (52,172)

Prepaid expenses and other assets 6,152  (2,461)

Accounts payable (7,830) 43,443

Accrued and other liabilities 21,328  (11,984)

Deferred revenue 26,111  1,111

Operating lease liabilities (13,045) (11,711)

Net cash provided by operating activities 370,480  317,076

Cash flows from investing activities

Purchases of property and equipment (17,135) (14,544)

Capitalized internal-use software (32,507) (27,971)

Cash paid for business combination, net of cash acquired (7,929) —

Net cash used in investing activities (57,571) (42,515)

Cash flows from financing activities

Proceeds from issuance of stock in connection with stock plans 9,978  9,064

Payments for taxes related to net share settlement of equity awards (15,532) (3,571)

Payments for repurchases of common stock (174,985) (81,787)

Payment of dividends (12,774) —

Proceeds from issuance of long-term debt 600,000  —

Payments for the settlement of convertible notes (609,065) (161,326)

Repurchases of principal on senior notes (105,000) (53,903)

Repayments of principal on term loan (23,135) (60,000)

Payments for fees on long-term debt (868) (1,631)

Repayments of financing obligations (633) (633)

Payments for contingent consideration (889) —

Net cash used in financing activities (332,903) (353,787)

Effect of exchange rate changes (1,069) 4,528

Net decrease in cash, cash equivalents, and restricted cash (21,063) (74,698)

Cash, cash equivalents, and restricted cash

Beginning of period 132,564  242,811

End of period $ 111,501  $ 168,113

TABLE 4

RINGCENTRAL, INC.

RECONCILIATION OF OPERATING INCOME (LOSS)

GAAP MEASURES TO NON-GAAP MEASURES

(Unaudited, in thousands)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Revenues

Subscriptions $ 633,649  $ 598,728  $ 1,256,815  $ 1,188,840

Other 23,362  21,670  44,395  43,614

Total revenues 657,011  620,398  1,301,210  1,232,454

Cost of revenues reconciliation

GAAP Subscriptions cost of revenues $ 159,504  $ 150,788  $ 313,912  $ 303,883

Share-based compensation (2,609) (3,216) (5,500) (8,145)

Amortization of acquired intangibles (31,319) (31,223) (62,856) (62,447)

Third-party relocation and other costs, net —  (86) —  (94)

Restructuring costs (1,123) (9) (1,544) (968)

Non-GAAP Subscriptions cost of revenues $ 124,453  $ 116,254  $ 244,012  $ 232,229

GAAP Other cost of revenues 25,198  28,162  50,220  55,517

Share-based compensation (339) (1,262) (862) (2,807)

Amortization of acquired intangibles (77) (84) (156) (168)

Restructuring costs (903) (140) (1,010) (716)

Non-GAAP Other cost of revenues $ 23,879  $ 26,676  $ 48,192  $ 51,826

Gross profit and gross margin reconciliation

Non-GAAP Subscriptions 80.4  % 80.6  % 80.6  % 80.5  %

Non-GAAP Other (2.2) % (23.1) % (8.6) % (18.8) %

Non-GAAP Gross profit 77.4  % 77.0  % 77.5  % 77.0  %

Operating expenses reconciliation

GAAP Research and development $ 82,801  $ 77,539  $ 164,514  $ 159,522

Share-based compensation (15,621) (14,418) (30,608) (32,689)

Third-party relocation and other costs, net (95) (183) (106) (516)

Restructuring costs (480) (1,202) (1,037) (2,896)

Non-GAAP Research and development $ 66,605  $ 61,736  $ 132,763  $ 123,421

As a % of total revenues non-GAAP 10.1  % 10.0  % 10.2  % 10.0  %

GAAP Sales and marketing $ 274,907  $ 263,585  $ 547,750  $ 538,483

Share-based compensation (24,001) (25,897) (48,589) (61,934)

Amortization of acquired intangibles (2,687) (2,055) (5,607) (4,110)

Third-party relocation and other costs, net (374) (251) (374) (817)

Restructuring costs (4,182) (925) (4,824) (3,913)

Non-GAAP Sales and marketing $ 243,663  $ 234,457  $ 488,356  $ 467,709

As a % of total revenues non-GAAP 37.1  % 37.8  % 37.5  % 37.9  %

GAAP General and administrative $ 64,316  $ 63,361  $ 124,501  $ 127,746

Share-based compensation (16,323) (20,154) (30,903) (39,688)

Third-party relocation and other costs, net (2,739) (1,348) (5,077) (2,722)

Restructuring costs (820) (537) (1,936) (1,410)

Non-GAAP General and administrative $ 44,434  $ 41,322  $ 86,585  $ 83,926

As a % of total revenues non-GAAP 6.8  % 6.7  % 6.7  % 6.8  %

Income (loss) from operations reconciliation

GAAP income from operations $ 50,285  $ 36,963  $ 100,313  $ 47,303

Share-based compensation 58,893  64,947  116,462  145,263

Amortization of acquired intangibles 34,083  33,362  68,619  66,725

Third-party relocation and other costs, net 3,208  1,868  5,557  4,149

Restructuring costs 7,508  2,813  10,351  9,903

Non-GAAP Income from operations $ 153,977  $ 139,953  $ 301,302  $ 273,343

Non-GAAP Operating margin 23.4  % 22.6  % 23.2  % 22.2  %

Adjusted EBITDA reconciliation

Depreciation and amortization 23,003  21,559  45,378  43,257

Non-GAAP Adjusted EBITDA $ 176,980  $ 161,512  $ 346,680  $ 316,600

As a % of total revenues non-GAAP 26.9  % 26.0  % 26.6  % 25.7  %

TABLE 5

RINGCENTRAL, INC.

RECONCILIATION OF NET INCOME (LOSS)

GAAP MEASURES TO NON-GAAP MEASURES

(In thousands, except per share data) (Unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Net income (loss) reconciliation

GAAP net income $ 39,115  $ 13,193  $ 69,733  $ 2,865

Share-based compensation 58,893  64,947  116,462  145,263

Amortization of acquired intangibles 34,083  33,362  68,619  66,725

Third-party relocation and other costs, net (11,440) 2,487  (8,676) 4,690

Restructuring costs 7,508  2,813  10,351  9,903

Amortization of debt discount and extinguishment costs 5,432  6,237  8,014  7,368

Income tax expense effects (27,620) (25,759) (54,377) (46,743)

Non-GAAP net income $ 105,971  $ 97,280  $ 210,126  $ 190,071

Reconciliation between GAAP and non-GAAP weighted average shares used in computing basic and diluted net income (loss) per common share:

Weighted average number of shares used in

computing basic net income per share 84,049  90,710  84,354  90,861

Effect of dilutive securities 2,570  1,346  2,449  1,627

GAAP weighted average shares used in

computing GAAP diluted net income per share 86,619  92,056  86,803  92,488

Effect of dilutive securities —  —  —  —

Non-GAAP weighted average shares used in

computing non-GAAP diluted net income per share 86,619  92,056  86,803  92,488

Diluted net income (loss) per share

GAAP net income per share $ 0.45  $ 0.14  $ 0.80  $ 0.03

Non-GAAP net income per share $ 1.22  $ 1.06  $ 2.42  $ 2.06

TABLE 6

RINGCENTRAL, INC.

RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES

GAAP MEASURES TO NON-GAAP FREE CASH FLOW MEASURES

(Unaudited, in thousands)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Net cash provided by operating activities $ 206,434  $ 167,414  $ 370,480  $ 317,076

Capitalized expenditures (26,243) (23,029) (49,642) (42,515)

Non-GAAP free cash flow $ 180,191  $ 144,385  $ 320,838  $ 274,561

Non-GAAP free cash flow margin 27.4  % 23.3  % 24.7  % 22.3  %

TABLE 7

RINGCENTRAL, INC.

RECONCILIATION OF FORECASTED OPERATING MARGIN AND FREE CASH FLOW

GAAP MEASURES TO NON-GAAP MEASURES

(Unaudited, in millions)

Q3 2026 FY 2026

Low Range High Range Low Range High Range

GAAP income from operations $ 48  $ 58  $ 237  $ 258

GAAP operating margin 7.2 % 8.6 % 9.0 % 9.7 %

Share-based compensation 67  63  245  240

Amortization of acquired intangibles 33  33  117  117

Third-party relocation, restructuring and other costs 8  7  24  20

Non-GAAP income from operations $ 156  $ 161  $ 623  $ 635

Non-GAAP operating margin 23.5  % 24.0  % 23.6  % 24.0  %

FY 2026

Low Range High Range

GAAP net cash provided by operating activities $ 720  $ 725

Capitalized expenditures (105) (100)

Non-GAAP free cash flow $ 615  $ 625

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