Rimini Street EVP files Form 4 for routine RSU vesting and sell-to-cover

Rhea-AI Filing Summary

Rimini Street (RMNI) Form 4: EVP & Chief Recurring Revenue Officer Kevin Maddock reported routine equity activity dated 08/02/2025.

• RSU vesting: 3,334 Restricted Stock Units vested and converted to common shares (Code M) at a cost basis of $0.
• Sell-to-cover: 1,222 shares were automatically sold (Code S) at $4.0648 on 08/04/2025 to satisfy withholding taxes; the sale was not discretionary.
• Resulting ownership: Maddock now holds 148,515 RMNI shares directly, a net increase of 2,112 shares versus pre-vesting levels. No derivative securities remain from this grant.
• The RSUs stem from a 10,000-unit award granted 08/02/2022 that vests in three equal annual tranches; this filing reflects the final tranche.

The transaction appears administrative and does not signal a directional view on RMNI’s prospects.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; minor net share increase, neutral signal.

The filing shows standard equity compensation mechanics: RSU conversion followed by a tax-related sell-to-cover. The small size (≈1.8% of Maddock’s post-transaction stake) and automatic nature imply no valuation commentary from the insider. Direct ownership rises to 148.5k shares, modestly reinforcing alignment with shareholders but not materially altering insider ownership structure or float. No market-moving information disclosed; impact on RMNI valuation is negligible.

Corporate Governance Expert

TL;DR: Administrative Section 16 filing; governance practices appear standard.

The company follows best practice by documenting the sell-to-cover for tax obligations and clarifying the Rule 10b5-1 automated nature. The three-year RSU schedule supports retention objectives. No red flags—no unusual timing, no large discretionary sales, and the executive’s stake increases. Governance impact is neutral.

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
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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^*

Maddock Kevin

(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,ChiefRecurringRev.Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2025

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	08/02/2025	08/04/2025	M		3,334	A	$0	149,737	D
Common Stock	08/02/2025	08/04/2025	S(1)		1,222(1)	D(1)	$4.0648	148,515	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
Restricted Stock Units	(2)	08/02/2025	08/04/2025	M			3,334	(3)	(3)	Common Stock	3,334	$0	0	D

Explanation of Responses:

1. 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.

2. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

3. On August 2, 2022, the Reporting Person was granted 10,000 Restricted Stock Units, one-third of which vested on August 2, 2023, one-third of which vested on August 2, 2024 and one third of which vested on August 2, 2025, 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	08/05/2025
	** 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 does Kevin Maddock now own?

Post-transaction, he directly owns 148,515 RMNI common shares.

Why were 1,222 RMNI shares sold on 08/04/2025?

They were automatically sold at $4.0648 to cover withholding taxes triggered by RSU vesting.

What was the size of the RSU tranche that vested on 08/02/2025?

A total of 3,334 Restricted Stock Units vested and were converted to common shares.

Does this Form 4 indicate insider bullishness or bearishness on RMNI?

No—transactions were administrative; the executive neither initiated discretionary purchases nor large sales.

What is the origin of the RSUs reported in this filing?

They are the final third of a 10,000-unit award granted on 08/02/2022, vesting annually over three years.