Rimini Street (RMNI) CMO nets shares after RSU and performance unit vesting

Rhea-AI Filing Summary

Rimini Street, Inc. EVP & Chief Marketing Officer David W. Rowe reported equity award vesting and related tax sales. On March 4, 2026, 11,493 Restricted Stock Units and 5,632 Performance Units converted into the same number of Common Stock shares at a stated price of $0.00 per share.

To cover withholding taxes, 4,838 and 2,371 Common Stock shares were automatically sold at $3.6428 per share under the company’s sell-to-cover policy, and he did not initiate these sales. After these transactions, he directly held 467,705 shares of Common Stock, with remaining Restricted Stock Units and Earned Performance Units scheduled to vest in equal installments on March 4, 2027 and March 4, 2028, subject to continued service.

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^*

Rowe David W.

(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 Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		M		11,493	A	$0	469,282	D
Common Stock	03/04/2026		S(1)		4,838(1)	D(1)	$3.6428	464,444	D
Common Stock	03/04/2026		M		5,632(2)	A	$0	470,076	D
Common Stock	03/04/2026		S(3)		2,371(3)	D(3)	$3.6428	467,705	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	(4)	03/04/2026		M			11,493	(5)	(5)	Common Stock	11,493	$0	22,989	D
Performance Units	(6)	03/04/2026		M			5,632	(7)	(7)	Common Stock	5,632	$0	11,264	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. Represents one third of the total 16,896 "Earned Performance Units" (as previously reported by the Reporting Person on a Form 4 dated February 20, 2026) under the terms of the Issuer's 2025 Long-Term Incentive Plan based upon the Issuer's achievement against a target "Adjusted EBITDA" performance goal for fiscal year 2025 and the Issuer's achievement against a target "Total Revenue" performance goal for fiscal year 2025, effective as of February 19, 2026 (the date the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2025).

3. 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.

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

5. On March 4, 2025, the Reporting Person was granted 34,482 Restricted Stock Units, one-third of which vested on March 4, 2026. The remaining two-thirds will vest ratably on March 4, 2027, and March 4, 2028, 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.

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

7. One-third of the "Earned Performance Units" vested on March 4, 2026. The remaining two-thirds vest ratably on March 4, 2027 and March 4, 2028, 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	03/06/2026
	** 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

What insider transactions did RMNI executive David W. Rowe report?

David W. Rowe reported vesting of equity awards and related tax sales. 11,493 Restricted Stock Units and 5,632 Performance Units converted into Common Stock, and 7,209 shares were automatically sold to cover withholding taxes under Rimini Street’s policy.

How many Rimini Street (RMNI) shares did the CMO sell and at what price?

He reported automatic tax-related sales totaling 7,209 Common Stock shares. Two transactions of 4,838 and 2,371 shares were executed at $3.6428 per share to satisfy withholding tax obligations associated with the vesting of equity awards.

Were the RMNI share sales initiated by David W. Rowe personally?

No. The footnotes state the reported sales were automatically triggered "sell-to-cover" transactions. They occurred under Rimini Street’s tax withholding policy for Restricted Stock Unit and Performance Unit vesting events, and the reporting person did not initiate the sales.

What Restricted Stock Unit grant does David W. Rowe hold at Rimini Street (RMNI)?

On March 4, 2025, he was granted 34,482 Restricted Stock Units. One-third vested on March 4, 2026, and the remaining two-thirds are scheduled to vest ratably on March 4, 2027 and March 4, 2028, subject to his continued service.

How are RMNI Performance Units structured for David W. Rowe?

He has 16,896 Earned Performance Units tied to Rimini Street’s 2025 Adjusted EBITDA and Total Revenue goals. One-third vested on March 4, 2026, with the remaining two-thirds vesting ratably on March 4, 2027 and March 4, 2028, contingent on continued service.

How many Rimini Street (RMNI) shares does David W. Rowe own after these transactions?

Following the March 4, 2026 activity, he directly owned 467,705 shares of Rimini Street Common Stock. This figure reflects the equity award conversions into Common Stock and the automatically triggered sell-to-cover transactions reported for tax withholding.