Rimini Street (RMNI) EVP reports award vesting and automatic tax sell-to-cover trades
Filing Impact
Filing Sentiment
Form Type
4/A
Rhea-AI Filing Summary
Rimini Street EVP & Chief Client Officer Nancy Lyskawa reported equity award vesting and related tax transactions. On April 3, 2026, she acquired 27,128 shares of common stock through exercises of Restricted Stock Units and Performance Units at $0.00 per share.
Over a three-day period, 8,474 shares were automatically sold at $3.3499 per share to cover withholding taxes under the company’s policy; according to the disclosure, she did not initiate or control these “sell-to-cover” trades. After these transactions, she directly held 218,776 shares of common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 8,474 shares ($28,387)
Net Sell
9 txns
Insider
Lyskawa Nancy
Role
EVP & Chief Client Officer
Sold
8,474 shs ($28K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 6,667 | $0.00 | -- |
| Exercise | Restricted Stock Units | 5,090 | $0.00 | -- |
| Exercise | Performance Units | 15,371 | $0.00 | -- |
| Exercise | Common Stock | 6,667 | $0.00 | -- |
| Exercise | Common Stock | 5,090 | $0.00 | -- |
| Exercise | Common Stock | 15,371 | $0.00 | -- |
| Sale | Common Stock | 2,348 | $3.3499 | $8K |
| Sale | Common Stock | 1,528 | $3.3499 | $5K |
| Sale | Common Stock | 4,598 | $3.3499 | $15K |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Performance Units — 0 shares (Direct);
Common Stock — 206,789 shares (Direct)
Footnotes (1)
- Represents one-third of the total 46,106 "Earned Performance Units" (as previously reported by the Reporting Person on a Form 4 dated February 28, 2024) under the terms of the Issuer's 2023 Long-Term Incentive Plan based upon the Issuer's achievement against a target "Adjusted EBITDA" goal for fiscal year 2023 and the Issuer's achievement against a target "Total Revenue" performance goal for fiscal year 2023, effective as of February 28, 2024 (the date the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2023). The Reporting Person is amending her Form 4 filed April 7, 2026, to add automatic "sell-to-cover" transactions related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings associated with Restricted Stock Unit and Performance Unit vesting events. The sales occurred over a three-day period (April 7, 8 and 9) and were processed by the Company's stock plan administrator. The Reporting Person did not initiate the sales and had no control over the timing of the sales. The sales were not reported by the Company's stock plan administrator to the Reporting Person until April 9, 2026. Reported transaction is an automatically-triggered "sell-to-cover" transaction related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings associated with Restricted Stock Unit vesting events. The Reporting Person did not initiate the sale. Reported transaction is an automatically-triggered "sell-to-cover" transaction related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings associated with Performance Unit vesting events. The Reporting Person did not initiate the sale. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. On April 3, 2023, the Reporting Person was granted 20,000 Restricted Stock Units, one-third of which vested on April 3, 2024, one-third of which vested on April 3, 2025, and one-third of which vested on April 3, 2026, generally subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2013 Equity Incentive Plan) through the vesting date. On April 3, 2023, the Reporting Person was granted 15,267 Restricted Stock Units, one-third of which vested on April 3, 2024, one-third of which vested on April 3, 2025, and one-third of which vested on April 3, 2026, generally subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2013 Equity Incentive Plan) through the vesting date. Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. One-third of the "Earned Performance Units" vested on April 3, 2024, one-third of the "Earned Performance Units" vested on April 3, 2025, and one-third of the "Earned Performance Units" vested on April 3, 2026, generally subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2013 Equity Incentive Plan) through the vesting date.
Key Figures
Shares acquired via award exercises: 27,128 shares
Shares sold for tax withholding: 8,474 shares
Sale price per share: $3.3499 per share
+4 more
7 metrics
Shares acquired via award exercises
27,128 shares
Common stock from RSU and Performance Unit conversions on April 3, 2026
Shares sold for tax withholding
8,474 shares
Automatic sell-to-cover transactions processed by stock plan administrator
Sale price per share
$3.3499 per share
Price for automatic tax sell-to-cover common stock sales
Post-transaction holdings
218,776 shares
Direct Rimini Street common stock owned after all reported transactions
Earned Performance Units referenced
46,106 units
Total Earned Performance Units under 2023 Long-Term Incentive Plan
RSU grant 1 size
20,000 RSUs
Grant from April 3, 2023 vesting in three equal annual installments
RSU grant 2 size
15,267 RSUs
Grant from April 3, 2023 vesting in three equal annual installments
Key Terms
Earned Performance Units, sell-to-cover, Adjusted EBITDA, Performance Unit, +1 more
5 terms
Earned Performance Units financial
"Represents one-third of the total 46,106 "Earned Performance Units" ..."
sell-to-cover financial
"automatic "sell-to-cover" transactions related to the payment of withholding tax obligations..."
Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.
Adjusted EBITDA financial
"based upon the Issuer's achievement against a target "Adjusted EBITDA" goal for fiscal year 2023..."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Performance Unit financial
"Each Performance Unit represents a contingent right to receive one share..."
Long-Term Incentive Plan financial
"under the terms of the Issuer's 2023 Long-Term Incentive Plan based upon the Issuer's achievement..."
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
FAQ
What did Rimini Street (RMNI) executive Nancy Lyskawa report in this Form 4/A?
Nancy Lyskawa reported vesting of equity awards and related tax transactions. She exercised Restricted Stock Units and Performance Units into 27,128 Rimini Street common shares, then had a portion automatically sold to cover tax withholding obligations under the company’s stock plan policy.
What equity awards vested for Nancy Lyskawa at Rimini Street (RMNI)?
Restricted Stock Units and Performance Units vested, each representing the right to receive one share of common stock upon vesting. The filing notes these awards were granted under Rimini Street’s incentive plans with vesting over three years, contingent on continued service and performance goals.