Rimini Street Form 4 Shows Insider Exercise & Sale; 160k Shares Retained

Rhea-AI Filing Summary

Rimini Street (RMNI) EVP & Chief Client Officer Nancy Lyskawa filed a Form 4 for 7 Aug 2025.

Highlights

• Option exercise: 12,916 employee stock options exercised at $2.47 (Code M).
• Share sales: 24,344 common shares sold in two tranches—12,916 at $3.997 and 11,428 at $4.008 (weighted averages), locking-in a ~$1.5 spread over the exercise price.
• Post-transaction ownership: 160,609 common shares held directly plus 25,833 unexercised options.
• Grant details: The exercised options are part of a 38,749-unit grant dated 6 May 2024; the remaining options vest equally on 6 May 2026 and 6 May 2027, subject to continued service.
• No 10b5-1 trading plan disclosure and no other derivative activity reported.

The filing reflects partial profit-taking but leaves the officer with a significant equity position.

Positive

• Officer maintains 160,609 shares and 25,833 unexercised options, preserving meaningful insider alignment.
• Exercise price of $2.47 versus sale near $4 demonstrates realized value and validates option grant pricing.

Negative

• Sale of 24,344 shares (≈15% of direct holdings) may be viewed as a short-term bearish signal.
• No indication that sales were executed under a pre-arranged Rule 10b5-1 plan, potentially raising perception risk.

Insights

Securities Analyst

TL;DR – Modest insider sell-down after exercising options; signal slightly bearish but magnitude limited.

The sale represents roughly 15% of Lyskawa’s direct holdings. While insiders often sell for diversification, simultaneous exercise-and-sale can indicate limited near-term upside conviction. Nevertheless, she retains 160.6 k shares and 25.8 k options that vest through 2027, aligning her long-term incentives with shareholders. Impact on valuation is minimal given RMNI’s 88 m share float; monitor further insider activity for trend confirmation.

Corporate Governance Expert

TL;DR – Routine Form 4; ownership still sizable, governance risk unchanged.

Transactions follow standard Rule 16b reporting with clear option origin and vesting schedule. Absence of a disclosed 10b5-1 plan may draw scrutiny, but volumes are small relative to average daily trading (≈350 k). Retained stake keeps management’s interests aligned, mitigating governance concern. Overall, I classify the filing as non-impactful for strategic outlook.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lyskawa Nancy

(Last) (First) (Middle)

C/O 1700 S. PAVILION CENTER DRIVE

SUITE 330

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rimini Street, Inc. [ RMNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Client Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/07/2025		M		12,916	A	$2.47	184,953	D
Common Stock	08/07/2025		S		12,916	D	$3.997(1)	172,037	D
Common Stock	08/07/2025		S		11,428	D	$4.008(2)	160,609	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to Buy)	$2.47	08/07/2025		M			12,916	(3)	05/06/2034	Common Stock	12,916	$0	25,833	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.99 to $4.01, inclusive. The Reporting Person undertakes to provide to Rimini Street, Inc., any security holder of Rimini Street, Inc., or the staff of the United States Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote of this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.02, inclusive. The Reporting Person undertakes to provide to Rimini Street, Inc., any security holder of Rimini Street, Inc., or the staff of the United States Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote of this Form 4.

3. On May 6, 2024, the Reporting Person was granted 38,749 employee stock options, one-third of which vested on May 6, 2025. The remaining two-thirds will vest ratibly on May 6, 2026 and May 6, 2027, 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 applicable vesting date.

Remarks:

	/s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact	08/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Rimini Street shares did EVP Nancy Lyskawa sell on 7 Aug 2025?

She sold 24,344 common shares in two transactions reported in the Form 4.

What was the exercise price of the options in RMNI's latest Form 4?

The employee stock options were exercised at $2.47 per share.

How many Rimini Street shares does Lyskawa own after the transaction?

She now holds 160,609 common shares directly.

When will the remaining employee stock options for RMNI's EVP vest?

Half will vest on 6 May 2026 and the final third on 6 May 2027.

Was the insider transaction conducted under a Rule 10b5-1 trading plan?

The Form 4 does not indicate that the sales were made pursuant to a 10b5-1 plan.