Rimini Street CFO exercises units, tax sell-to-cover
Rimini Street, Inc. Executive Vice President and Chief Financial Officer Michael L. Perica exercised equity awards that converted into common stock and triggered automatic tax sales.
Rhea-AI Filing Summary
Rimini Street, Inc. Executive Vice President and Chief Financial Officer Michael L. Perica exercised equity awards that converted into common stock and triggered automatic tax sales. He exercised Restricted Stock Units and Performance Units into a total of 68,196 shares of common stock at a stated price of $0.00 per share.
To pay withholding taxes under the company’s policy, 28,330 shares of common stock were automatically sold at $3.3499 per share in sell-to-cover transactions that he did not initiate. After these events, he directly owned 167,751 shares of Rimini Street common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
6 txns
Insider
Perica Michael L.
Role
EVP & Chief Financial Officer
Sold
28,330 shs ($95K)
Approx. gross sale proceeds
$95K
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 16,964 | $0.00 | $0.00 |
| Exercise | Performance Units | 51,232 | $0.00 | $0.00 |
| Exercise | Common Stock | 16,964 | $0.00 | $0.00 |
| Exercise | Common Stock | 51,232 | $0.00 | $0.00 |
| Sale | Common Stock | 21,280 | $3.3499 | $71K |
| Sale | Common Stock | 7,050 | $3.3499 | $24K |
Holdings After Transaction:
Restricted Stock Units — 0 contracts (Direct);
Performance Units — 0 contracts (Direct);
Common Stock — 167,751 shares (Direct)
Footnotes (8)
- F1. Represents one-third of the total 153,689 "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 50,890 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. Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
- F8. 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 from equity award exercises: 68,196 shares
Shares sold for tax withholding: 28,330 shares
Sale price per share: $3.3499 per share
+3 more
6 metrics
Shares from equity award exercises
68,196 shares
Common stock received from RSU and Performance Unit exercises
Shares sold for tax withholding
28,330 shares
Automatic sell-to-cover transactions for withholding taxes
Sale price per share
$3.3499 per share
Price for automatic sell-to-cover common stock sales
Post-transaction holdings
167,751 shares
Common shares directly owned after all reported transactions
Earned Performance Units total
153,689 units
Earned Performance Units based on fiscal 2023 targets
RSU grant size
50,890 units
Restricted Stock Units granted on April 3, 2023
Key Terms
Restricted Stock Units, Performance Units, sell-to-cover, Adjusted EBITDA, +2 more
6 terms
Restricted Stock Units financial
"On April 3, 2023, the Reporting Person was granted 50,890 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..."
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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Rimini Street (RMNI) disclose for its CFO?
Rimini Street reported that CFO Michael L. Perica exercised Restricted Stock Units and Performance Units into 68,196 common shares and had 28,330 shares automatically sold to cover tax withholding, leaving him with 167,751 directly held shares after the transactions.
Were the Rimini Street (RMNI) CFO’s stock sales discretionary or automatic?
The sales were automatic sell-to-cover transactions for tax withholding. Footnotes state the company’s stock plan administrator processed sales under its tax policy, and the CFO did not initiate or control the timing of these transactions over the three-day sale period.
What performance criteria affected the Rimini Street (RMNI) Performance Units that vested?
The Performance Units depended on Rimini Street’s achievement of target Adjusted EBITDA and Total Revenue goals for fiscal 2023. Footnotes note 153,689 Earned Performance Units were determined based on these metrics, with one-third tranches vesting on April 3 in 2024, 2025 and 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
