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  4. [Form 4] Rimini Street, Inc. Insider Trading Activity

268,455 shares vest for Rimini Street (NASDAQ: RMNI) chief executive

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rimini Street, Inc. President, CEO & Chairman Seth A. Ravin acquired shares through equity award vesting. On April 3, 2026, 76,338 Restricted Stock Units and 192,117 Performance Units were exercised into a total of 268,455 shares of Common Stock at $0.00 per share.

The Performance Units relate to 576,335 "Earned Performance Units" under the 2023 Long-Term Incentive Plan, based on 2023 Adjusted EBITDA and Total Revenue goals. Following these transactions, Ravin directly holds 908,781 shares of Common Stock and indirectly holds 10,491,309 shares through the SAR Trust.

Positive

  • None.

Negative

  • None.
Insider Ravin Seth A.
Role President, CEO & Chairman
Type Security Shares Price Value
Exercise Restricted Stock Units 76,338 $0.00 --
Exercise Performance Units 192,117 $0.00 --
Exercise Common Stock 76,338 $0.00 --
Exercise Common Stock 192,117 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Units — 0 shares (Direct); Common Stock — 716,664 shares (Direct); Common Stock — 10,491,309 shares (Indirect, Through the SAR Trust)
Footnotes (1)
  1. Represents one-third of the total 576,335 "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). Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. On April 3, 2023, the Reporting Person was granted 229,007 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. 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 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.
Restricted Stock Units exercised 76,338 units Converted to Common Stock on April 3, 2026 at $0.00
Performance Units exercised 192,117 units Converted to Common Stock on April 3, 2026 at $0.00
Total shares from award vesting 268,455 shares Common Stock received from RSUs and Performance Units
Direct Common Stock holdings 908,781 shares Shares directly owned after April 3, 2026 transactions
Indirect Common Stock holdings 10,491,309 shares Shares held indirectly through the SAR Trust
Earned Performance Units total 576,335 units Earned under 2023 Long-Term Incentive Plan performance goals
Restricted Stock Units financial
"On April 3, 2023, the Reporting Person was granted 229,007 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.
Earned Performance Units financial
"Represents one-third of the total 576,335 "Earned Performance Units" ... under the terms of the Issuer's 2023 Long-Term Incentive Plan..."
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.
2013 Equity Incentive Plan financial
"as such term is defined in the Issuer's 2013 Equity Incentive Plan) through the vesting date."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Ravin Seth A.
(Last)(First)(Middle)
C/O 1700 S. PAVILION CENTER DRIVE
SUITE 330
(Street)
LAS VEGAS NEVADA 89135
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Rimini Street, Inc. [ RMNI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
President, CEO & Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/03/2026M76,338A$0716,664D
Common Stock04/03/2026M192,117(1)A$0908,781D
Common Stock10,491,309IThrough the SAR Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)04/03/2026M76,338 (3) (3)Common Stock76,338$00D
Performance Units(4)04/03/2026M192,117 (5) (5)Common Stock192,117$00D
Explanation of Responses:
1. Represents one-third of the total 576,335 "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).
2. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
3. On April 3, 2023, the Reporting Person was granted 229,007 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.
4. Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
5. 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.
Remarks:
/s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact04/07/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did RMNI CEO Seth A. Ravin report in this Form 4 filing?

Seth A. Ravin reported acquiring Common Stock of Rimini Street, Inc. (RMNI) through vesting of equity awards. Restricted Stock Units and Performance Units converted into shares at $0.00 per share, reflecting compensation rather than open-market purchases or sales.

How many Rimini Street shares did Seth A. Ravin receive from vested awards?

Seth A. Ravin received 268,455 shares of Common Stock from equity award vesting. This total comes from 76,338 Restricted Stock Units and 192,117 Performance Units that converted into shares on April 3, 2026 at a conversion price of $0.00 per share.

How many Rimini Street shares does Seth A. Ravin hold after these transactions?

After these transactions, Seth A. Ravin directly holds 908,781 shares of Rimini Street Common Stock. In addition, he has an indirect holding of 10,491,309 shares through the SAR Trust, as shown in the Form 4 holding entry.

What are the Earned Performance Units mentioned for RMNI in this filing?

The filing references 576,335 "Earned Performance Units" under Rimini Street’s 2023 Long-Term Incentive Plan. These units were earned based on the company’s 2023 Adjusted EBITDA and Total Revenue performance and are vesting in three equal installments over specified April 3 vesting dates.

How do Restricted Stock Units work for Rimini Street executives like Seth A. Ravin?

Each Restricted Stock Unit represents a right to receive one Rimini Street Common Share upon vesting. In this filing, RSUs granted on April 3, 2023 vest in three equal annual installments, conditioned on continued service as a Service Provider under the company’s equity incentive plan.

What performance conditions affected Seth A. Ravin’s Rimini Street Performance Units?

The Performance Units depended on Rimini Street’s achievement of 2023 targets for Adjusted EBITDA and Total Revenue. Once designated as "Earned Performance Units," they vest in three equal portions on April 3, 2024, 2025, and 2026, subject to continued service.