Rimini Street (NASDAQ: RMNI) EVP logs tax-related share sales and vesting
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Rimini Street EVP & Chief Client Officer Nancy Lyskawa reported a combination of vesting-related share acquisitions and automatic tax-related sales of Rimini Street, Inc. common stock. On May 6, 2026, she acquired 20,728 shares through the vesting and conversion of Restricted Stock Units and Performance Units, and 5,995 shares were automatically sold in open-market transactions to cover withholding tax obligations under the company’s policies. The footnotes state that these sell-to-cover transactions were automatically triggered and not initiated by her.
Positive
- None.
Negative
- None.
Insights
Routine vesting with automatic tax sales; limited signaling value.
The filing shows Nancy Lyskawa receiving equity from vesting awards and automatic tax-related sales. She acquired 20,728 Rimini Street common shares via exercises of Restricted Stock Units and Performance Units on May 6, 2026.
On the same date, a total of 5,995 shares were sold at $3.9356 per share in open-market transactions. Footnotes clarify these were automatically triggered “sell-to-cover” trades under the issuer’s tax withholding policies, and she did not initiate the sales.
This pattern—equity vesting combined with automatic tax withholding sales—is typical for executive compensation and does not, by itself, indicate a discretionary change in her view of the stock. The absence of remaining derivative positions in this filing suggests the reported awards were fully converted into common shares as described.
Insider Trade Summary
Net Seller: 5,995 shares ($23,594)
Net Sell
6 txns
Insider
Lyskawa Nancy
Role
EVP & Chief Client Officer
Sold
5,995 shs ($24K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 16,194 | $0.00 | -- |
| Exercise | Performance Units | 4,534 | $0.00 | -- |
| Exercise | Common Stock | 16,194 | $0.00 | -- |
| Exercise | Common Stock | 4,534 | $0.00 | -- |
| Sale | Common Stock | 4,680 | $3.9356 | $18K |
| Sale | Common Stock | 1,315 | $3.9356 | $5K |
Holdings After Transaction:
Restricted Stock Units — 16,195 shares (Direct, null);
Performance Units — 4,534 shares (Direct, null);
Common Stock — 234,970 shares (Direct, null)
Footnotes (1)
- Represents one-third of the total 13,602 "Earned Performance Units" (as previously reported by the Reporting Person on a Form 4 dated March 3, 2025) under the terms of the Issuer's 2013 Long-Term Incentive Plan based upon the Issuer's achievement against a target "Adjusted EBITDA" goal for fiscal year 2024 and the Issuer's achievement against a target "Total Revenue" performance goal for fiscal year 2024, effective as of February 27, 2025 (the date the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2024). 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 May 6, 2024, the Reporting Person was granted 48,582 Restricted Stock Units, one-third of which vested on May 6, 2025 and one-third of which vested on May 6, 2026. The remaining one-third will vest on 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 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 May 6, 2025, and one-third of the "Earned Performance Units" vested on May 6, 2026. The remaining one-third will vest on 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 vesting date.
Key Figures
Automatic tax-related share sales: 5,995 shares at $3.9356/share
Shares acquired via vesting: 20,728 shares
Performance Units converted: 4,534 units
+3 more
6 metrics
Automatic tax-related share sales
5,995 shares at $3.9356/share
Open-market sell-to-cover on May 6, 2026
Shares acquired via vesting
20,728 shares
Common stock from RSUs and Performance Units on May 6, 2026
Performance Units converted
4,534 units
Each unit converts into one share of common stock
Restricted Stock Units converted
16,194 units
Each unit converts into one share of common stock
Original RSU grant size
48,582 RSUs
Granted May 6, 2024 under 2013 Equity Incentive Plan
Earned Performance Units total
13,602 units
Earned based on 2024 Adjusted EBITDA and Total Revenue goals
Key Terms
sell-to-cover, Restricted Stock Units, Performance Units, Adjusted EBITDA, +1 more
5 terms
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.
Restricted Stock Units financial
"On May 6, 2024, the Reporting Person was granted 48,582 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
"Represents one-third of the total 13,602 "Earned Performance Units" ... based upon the Issuer's achievement"
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.
Adjusted EBITDA financial
"based upon the Issuer's achievement against a target "Adjusted EBITDA" goal for fiscal year 2024"
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 2024"
FAQ
What insider transactions did RMNI executive Nancy Lyskawa report?
Nancy Lyskawa reported equity award vesting and related tax sales. She acquired 20,728 Rimini Street common shares from Restricted Stock Units and Performance Units, and 5,995 shares were automatically sold to cover withholding taxes under the company’s policy, according to the Form 4 footnotes.
What are the Performance Units mentioned in Nancy Lyskawa’s RMNI filing?
The Performance Units are equity awards that convert into common shares upon meeting performance goals. Footnotes explain they were earned based on Rimini Street’s 2024 Adjusted EBITDA and Total Revenue targets, with portions vesting on May 6, 2025, May 6, 2026, and May 6, 2027.
How do Nancy Lyskawa’s Restricted Stock Units vest at Rimini Street (RMNI)?
Her 48,582 Restricted Stock Units granted May 6, 2024 vest in three equal annual installments. One-third vested on May 6, 2025, another third on May 6, 2026, and the remaining third is scheduled to vest on May 6, 2027, contingent on continued service.