RMNI CMO exercises awards, tax sells 10K shares
Rimini Street, Inc. executive David W. Rowe, EVP & Chief Marketing Officer, reported updated insider transactions.
Rhea-AI Filing Summary
Rimini Street, Inc. executive David W. Rowe, EVP & Chief Marketing Officer, reported updated insider transactions. On April 3, 2026, he exercised Restricted Stock Units and Performance Units into a total of 27,128 shares of common stock. The amended filing also adds automatically triggered “sell-to-cover” sales totaling 10,142 shares at $3.3499 per share over April 7–9, 2026, to satisfy tax withholding obligations under company policy. Rowe did not initiate or control the timing of these sales and now holds 487,370 common shares directly.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
9 txns
Insider
Rowe David W.
Role
EVP & Chief Marketing Officer
Sold
10,142 shs ($34K)
Approx. gross sale proceeds
$34K
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 5,090 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 6,667 | $0.00 | $0.00 |
| Exercise | Performance Units | 15,371 | $0.00 | $0.00 |
| Exercise | Common Stock | 5,090 | $0.00 | $0.00 |
| Exercise | Common Stock | 6,667 | $0.00 | $0.00 |
| Exercise | Common Stock | 15,371 | $0.00 | $0.00 |
| Sale | Common Stock | 5,742 | $3.3499 | $19K |
| Sale | Common Stock | 1,906 | $3.3499 | $6K |
| Sale | Common Stock | 2,494 | $3.3499 | $8K |
Holdings After Transaction:
Restricted Stock Units — 0 contracts (Direct);
Performance Units — 0 contracts (Direct);
Common Stock — 484,876 shares (Direct)
Footnotes (9)
- F1. 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).
- F2. 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.
- F3. 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.
- F4. 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.
- F5. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
- F6. 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.
- F7. 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.
- F8. Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
- F9. 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
Equity units exercised: 27,128 units
Shares sold for taxes: 10,142 shares
Sale price per share: $3.3499 per share
+4 more
7 metrics
Equity units exercised
27,128 units
RSUs and Performance Units converted to common stock on April 3, 2026
Shares sold for taxes
10,142 shares
Automatic sell-to-cover transactions over April 7–9, 2026
Sale price per share
$3.3499 per share
Price for automatic tax-withholding sales
Post-transaction holdings
487,370 shares
Common stock directly owned after all reported transactions
Earned Performance Units
46,106 units
Total Earned Performance Units referenced in 2023 LTIP footnote
2023 RSU grant 1
15,267 RSUs
Grant from April 3, 2023 vesting in three annual tranches
2023 RSU grant 2
20,000 RSUs
Grant from April 3, 2023 vesting in three annual tranches
Key Terms
Restricted Stock Units, Performance Units, sell-to-cover, Adjusted EBITDA, +1 more
5 terms
Restricted Stock Units financial
"On April 3, 2023, the Reporting Person was granted 15,267 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.
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.
Total Revenue financial
"and the Issuer's achievement against a target "Total Revenue" performance goal for fiscal year 2023"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did RMNI executive David W. Rowe report on this Form 4/A?
David W. Rowe exercised equity awards into common stock and recorded related tax sales. He converted 27,128 units into shares on April 3, 2026, then reported automatic “sell-to-cover” sales of 10,142 shares to cover withholding taxes under Rimini Street’s equity plan policy.
What equity awards did David W. Rowe exercise into Rimini Street (RMNI) common stock?
Rowe exercised Restricted Stock Units and Performance Units into common shares. The Form 4/A shows 5,090 RSUs, 6,667 RSUs, and 15,371 Performance Units converting, for a combined 27,128 shares of Rimini Street common stock credited on April 3, 2026.
Why was David W. Rowe’s original RMNI Form 4 amended?
The amendment adds previously unreported automatic “sell-to-cover” transactions. According to the footnotes, the company’s stock plan administrator executed tax-withholding sales tied to vesting events and informed Rowe on April 9, 2026, prompting this Form 4/A to capture those additional transactions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
