Rimini Street (Nasdaq: RMNI) resets caps on share buybacks and payouts

Rhea-AI Filing Summary

Rimini Street, Inc. amended its Amended and Restated Credit Agreement with Capital One and other lenders to revise limits on “Restricted Payments,” which include share repurchases.

Starting with the fiscal year ending December 31, 2026, aggregate Restricted Payments are capped at $20,000,000 per fiscal year, and for payments made on and after January 1, 2026, total Restricted Payments are capped at $50,000,000, in each case subject to conditions in the credit agreement. Previously, annual and total limits were tied to fixed dollar amounts and percentages of LTM Consolidated EBITDA.

Insights

Credit agreements & capital structure analyst

Rimini Street shifts Restricted Payment limits to fixed dollar caps.

Rimini Street has modified its credit agreement so that future “Restricted Payments” — including stock repurchases and similar payouts — are governed by fixed caps of $20,000,000 per year from the 2026 fiscal year and $50,000,000 in aggregate for payments made on and after January 1, 2026.

Previously, the agreement used a hybrid formula based on the greater of fixed amounts and LTM Consolidated EBITDA thresholds, which could allow higher payouts in stronger earnings periods. Moving to absolute caps provides clearer ceilings but may limit flexibility if EBITDA grows. Actual impact depends on how aggressively the company seeks to repurchase shares or make other Restricted Payments within these limits.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Annual Restricted Payments cap: $20,000,000 per fiscal year Aggregate Restricted Payments cap: $50,000,000 Prior annual cap base amount: $12,500,000 +2 more

5 metrics

Annual Restricted Payments cap $20,000,000 per fiscal year Commencing with fiscal year ending December 31, 2026

Aggregate Restricted Payments cap $50,000,000 For Restricted Payments made on and after January 1, 2026

Prior annual cap base amount $12,500,000 Through fiscal year ended December 31, 2025

Prior annual EBITDA-based limit 20.0% of LTM Consolidated EBITDA Annual Restricted Payments through fiscal 2025

Prior total EBITDA-based limit 100.0% of LTM Consolidated EBITDA Aggregate Restricted Payments during term of original agreement

Key Terms

Restricted Payments, LTM Consolidated EBITDA, Amended and Restated Credit Agreement, swing lender

4 terms

Restricted Payments financial

"the aggregate amounts of permitted “Restricted Payments” (as such term is defined in the Credit Agreement)"

Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.

LTM Consolidated EBITDA financial

"20.0% of “LTM Consolidated EBITDA” (as such term is defined in the Credit Agreement)"

Amended and Restated Credit Agreement financial

"Amendment No. 1 to that certain Amended and Restated Credit Agreement dated as of April 30, 2024"

An amended and restated credit agreement is a company’s original loan contract that has been updated and replaced by a single new document incorporating all changes. Think of it like refinancing and rewriting a mortgage so new payment schedules, interest rates, borrowing limits, or borrower obligations are combined into one clear contract. Investors care because those new terms change a company’s cash flow, borrowing flexibility and default risk, which can affect creditworthiness and share value.

swing lender financial

"Capital One, National Association, as a lender, swing lender and agent for all lenders"

Understanding 8-K Material Events →

0001635282false00016352822026-04-012026-04-010001635282us-gaap:CommonStockMember2026-04-012026-04-01

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

April 1, 2026 (March 27, 2026)

Date of Report (date of earliest event reported)

Rimini Street, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-37397			36-4880301
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

1700 S. Pavilion Center Drive, Suite 330

Las Vegas, NV 89135

(Address of principal executive offices) (Zip Code)

(702) 839-9671

(Registrant’s telephone number, including area code)

(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:

☐			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))

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

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock, par value $0.0001 per share

RMNI

The Nasdaq Global Market

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.

☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 27, 2026, Rimini Street, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to that certain Amended and Restated Credit Agreement dated as of April 30, 2024 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”), by and among Rimini Street, Inc., as borrower, the lenders party thereto and Capital One, National Association, as a lender, swing lender and agent for all lenders.

The Credit Agreement was amended to implement certain changes to the aggregate amounts of permitted “Restricted Payments” (as such term is defined in the Credit Agreement) under Section 6.8(b)(ii) of the Credit Agreement such that (a) commencing with the Company’s fiscal year ending on December 31, 2026 and for each fiscal year thereafter, the aggregate Restricted Payments shall not exceed $20,000,000 per fiscal year and (b) in respect of Restricted Payments made on and after January 1, 2026, the aggregate Restricted Payments shall not exceed $50,000,000, in each case subject to the satisfaction of applicable conditions set forth in the Credit Agreement. Previously, from the effective date of the Credit Agreement, (a) through and including the Company’s fiscal year ended on December 31, 2025, the aggregate Restricted Payments could not exceed the greater of $12,500,000 and 20.0% of “LTM Consolidated EBITDA” (as such term is defined in the Credit Agreement) in any fiscal year and (b) the aggregate Restricted Payments during the term of the Credit Agreement could not exceed the greater of $50,000,000 and 100.0% of LTM Consolidated EBITDA.

As defined in Section 6.8(b)(ii) of the Credit Agreement, “Restricted Payments” includes, among other actions, payments made in connection with the repurchase of, redemption of or other acquisition for value of shares of the Company’s common stock, par value $0.0001 per share.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to (a) the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and (b) the full text of the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and is incorporated herein by reference.

The representations, warranties and covenants contained in the Amendment and in the Credit Agreement were made solely for purposes of the Credit Agreement, as amended, and as of the applicable dates, were made for the benefit of the parties thereto, may have been used for purposes of allocating risk between each party rather than establishing matters of fact, may be subject to a contractual standard of materiality different from that generally applicable to investors, and may be subject to qualifications and limitations and schedules agreed upon by the parties in connection with the negotiated terms. Accordingly, the Amendment and the Credit Agreement are incorporated herein by reference solely to provide investors with information regarding the terms of the Amendment and the Credit Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the United States Securities and Exchange Commission.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in its entirety.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits.

Exhibit No.						Exhibit Title
10.1*						Amendment No. 1 to that certain Amended and Restated Credit Agreement dated as of April 30, 2024, by and among Rimini Street, Inc., as borrower, the lenders party thereto and Capital One, National Association, as a lender, swing lender and agent for all lenders
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

1

SIGNATURES

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.

 

RIMINI STREET, INC.

Dated: April 1, 2026

By:

/s/ Seth A. Ravin

Name: Seth A. Ravin

Title: President, Chief Executive Officer and Chairman of the Board

2

FAQ

What did Rimini Street (RMNI) change in its credit agreement?

Rimini Street amended its credit agreement to revise limits on “Restricted Payments.” These now include fixed caps on how much the company can spend annually and in total on activities such as stock repurchases, subject to conditions set in the agreement.

How much can Rimini Street (RMNI) spend on Restricted Payments each year?

Beginning with the fiscal year ending December 31, 2026, Rimini Street’s aggregate Restricted Payments are capped at $20,000,000 per fiscal year. This limit applies as long as the company also satisfies the applicable conditions specified in the amended credit agreement.

What is the total cap on Rimini Street’s Restricted Payments after January 1, 2026?

For Restricted Payments made on and after January 1, 2026, Rimini Street’s aggregate Restricted Payments are capped at $50,000,000. This figure represents a total ceiling under the credit agreement, in addition to the annual cap, and applies subject to stated conditions.

How were Rimini Street’s Restricted Payment limits structured before this amendment?

Previously, annual Restricted Payments through the 2025 fiscal year were limited to the greater of $12,500,000 and 20.0% of LTM Consolidated EBITDA. Over the full term, total Restricted Payments were capped at the greater of $50,000,000 and 100.0% of LTM Consolidated EBITDA.

What does “Restricted Payments” mean for Rimini Street (RMNI)?

Under the credit agreement, “Restricted Payments” include several actions, notably payments for the repurchase, redemption or other acquisition for value of Rimini Street’s common stock. This means the caps directly affect how much the company can allocate to share buybacks and similar equity payouts.

Which lenders are party to Rimini Street’s amended credit agreement?

The amended credit agreement lists Rimini Street, Inc. as borrower, various lenders as parties, and Capital One, National Association as a lender, swing lender and agent for all lenders. The amendment focuses on revising the Restricted Payment provisions in this structure.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 54.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.8 KB