Rimini Street (RMNI) CEO exercises awards, auto tax sell-to-cover sales
Rhea-AI Filing Summary
Rimini Street, Inc. President, CEO and Chairman Seth A. Ravin reported an amended insider transaction reflecting equity vesting and related tax sales. He exercised derivative awards into 268,455 shares of Common Stock, consisting of vested Restricted Stock Units and Performance Units granted under the company’s incentive plans.
The amendment adds automatically triggered “sell-to-cover” sales totaling 111,293 shares of Common Stock at $3.3499 per share over April 7–9 to satisfy withholding tax obligations. The sales were processed by the stock plan administrator, and he did not control their timing. After these transactions, Ravin holds 797,488 shares directly and 10,491,309 shares indirectly through the SAR Trust.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 111,293 shares ($372,820)
Net Sell
7 txns
Insider
Ravin Seth A.
Role
President, CEO & Chairman
Sold
111,293 shs ($373K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 76,338 | $0.00 | -- |
| Exercise | Performance Units | 192,117 | $0.00 | -- |
| Exercise | Common Stock | 76,338 | $0.00 | -- |
| Exercise | Common Stock | 192,117 | $0.00 | -- |
| Sale | Common Stock | 31,650 | $3.3499 | $106K |
| Sale | Common Stock | 79,643 | $3.3499 | $267K |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Performance Units — 0 shares (Direct);
Common Stock — 716,664 shares (Direct);
Common Stock — 10,491,309 shares (Indirect, Through the SAR Trust)
Footnotes (1)
- Represents one-third of the total 576,335 "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 his 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 229,007 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
Derivative shares exercised: 268,455 shares
Shares sold for taxes: 111,293 shares
Sale price: $3.3499 per share
+4 more
7 metrics
Derivative shares exercised
268,455 shares
Total Common Stock from RSU and Performance Unit exercises
Shares sold for taxes
111,293 shares
Automatic sell-to-cover transactions over April 7–9
Sale price
$3.3499 per share
Price for Common Stock sell-to-cover transactions
Direct holdings after transactions
797,488 shares
Common Stock held directly by Seth Ravin after transactions
Indirect holdings via SAR Trust
10,491,309 shares
Common Stock held indirectly through the SAR Trust
RSU grant size
229,007 units
Restricted Stock Units granted on April 3, 2023
Earned Performance Units
576,335 units
Total Earned Performance Units based on 2023 goals
Key Terms
Restricted Stock Units, Performance Units, sell-to-cover, withholding tax obligations, +1 more
5 terms
Restricted Stock Units financial
"On April 3, 2023, the Reporting Person was granted 229,007 Restricted Stock Units, one-third of which vested..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Units financial
"Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting."
Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.
sell-to-cover financial
"Reported transaction is an automatically-triggered "sell-to-cover" transaction 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.
withholding tax obligations financial
"sell-to-cover transactions related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings..."
Long-Term Incentive Plan financial
"Earned Performance Units" ... 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did RMNI CEO Seth Ravin report in this Form 4/A?
Seth Ravin reported exercising derivative awards into 268,455 shares of Rimini Street Common Stock and related automatic sell-to-cover tax sales of 111,293 shares at $3.3499 per share, all tied to vesting of Restricted Stock Units and Performance Units under company incentive plans.
What equity awards vested for the RMNI CEO in this filing?
The filing shows vesting and exercise of Restricted Stock Units and Performance Units into 268,455 shares of Common Stock. These awards relate to Rimini Street’s long-term incentive plans and performance goals for fiscal year 2023, including Adjusted EBITDA and Total Revenue measures.
Why is this Rimini Street Form 4/A an amendment to a prior filing?
The Form 4/A amends Seth Ravin’s April 7, 2026 Form 4 to add automatic sell-to-cover transactions for tax withholding. These sales occurred April 7–9 and were reported to him by the stock plan administrator only on April 9, prompting the amendment.
How were the RMNI CEO’s Performance Units determined and vested?
Footnotes explain 576,335 Earned Performance Units were based on Rimini Street’s 2023 Adjusted EBITDA and Total Revenue goals. One-third vested on April 3 of 2024, 2025, and 2026, contingent on Seth Ravin continuing as a Service Provider through each vesting date.