Rimini Street (NASDAQ: RMNI) awards 16,896 performance units to top executive

Rhea-AI Filing Summary

Rowe David W. reported acquisition or exercise transactions in this Form 4 filing.

Rimini Street, Inc. executive David W. Rowe, the company’s CPO, CMO and EVP Global Transformation, received a grant of 16,896 Performance Units effective February 19, 2026. Each Performance Unit represents a contingent right to receive one share of common stock upon vesting.

The units were earned under the company’s 2025 Long-Term Incentive Plan based on achievement of 2025 Adjusted EBITDA and Total Revenue performance goals. They are also subject to time-based vesting in three equal installments on March 4, 2026, March 4, 2027 and March 4, 2028, contingent on Mr. Rowe remaining a service provider. After this transaction, he directly holds 453,931 shares of common stock in addition to the Performance Units.

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

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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^*

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)
	CPO,CMO&EVPGlob.Transformation

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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								453,931	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
Performance Units	(1)	02/19/2026		A		16,896(2)		(3)	(3)	Common Stock	16,896	$0	16,896	D

Explanation of Responses:

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

2. Represents "Earned Performance Units" 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. The Performance Units are subject to additional time-based vesting requirements and will vest in three (3) equal installments on March 4, 2026, 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	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Rimini Street (RMNI) report for David W. Rowe?

Rimini Street reported a grant of 16,896 Performance Units to executive David W. Rowe. The award was effective February 19, 2026 and gives him a contingent right to receive an equal number of Rimini Street common shares upon vesting.

How many Rimini Street (RMNI) Performance Units were granted in this Form 4?

David W. Rowe received 16,896 Performance Units from Rimini Street. Each unit can convert into one share of common stock if it vests, tying his potential equity compensation directly to both company performance and continued service over the vesting period.

What performance goals affect the Rimini Street (RMNI) Performance Units granted to David W. Rowe?

The Performance Units were earned based on 2025 Adjusted EBITDA and Total Revenue targets. Under Rimini Street’s 2025 Long-Term Incentive Plan, the company’s results against these fiscal year 2025 goals determined the number of “Earned Performance Units” awarded to Mr. Rowe.

What is the vesting schedule for David W. Rowe’s Rimini Street (RMNI) Performance Units?

The 16,896 Performance Units vest in three equal annual installments. The installments occur on March 4, 2026, March 4, 2027 and March 4, 2028, and require Mr. Rowe to remain a service provider through each applicable vesting date.

What does each Rimini Street (RMNI) Performance Unit represent in this Form 4 filing?

Each Performance Unit represents a contingent right to receive one Rimini Street common share. Actual delivery of shares occurs only if the units vest, linking Mr. Rowe’s compensation to both company performance metrics and his continued employment with Rimini Street.

How many Rimini Street (RMNI) common shares does David W. Rowe hold after this transaction?

Following the reported grant, David W. Rowe directly holds 453,931 Rimini Street common shares. This total reflects his direct ownership position after the award of the 16,896 Performance Units, which are separate derivative equity interests that vest over time.