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

Rhea-AI Filing Summary

David W. Rowe, CPO, CMO & EVP Global Transformation of Rimini Street, Inc. (RMNI), reported holdings and transactions dated 09/22/2025. 13,333 Restricted Stock Units vested (from a 40,000 RSU grant made 09/20/2024), resulting in delivery of 13,333 shares of common stock. To satisfy tax withholding obligations, an automatic "sell-to-cover" sold 4,868 shares at $4.6481 per share. The filing shows the reporting person beneficially owned 432,957 shares following the transactions. The RSUs vest one-third on 9/20/2025 and the remainder ratably in 2026 and 2027, subject to continued service.

Positive

• Vesting of RSUs aligns executive incentives with one-third vested 09/20/2025 and remaining units vesting in 2026 and 2027
• Substantial ongoing ownership with 432,957 shares beneficially owned after the transactions, indicating continued equity stake

Negative

• Sell-to-cover reduced holdings by 4,868 shares at $4.6481 to satisfy tax withholding
• No new cash purchase or open-market buyback reported; transaction was solely to cover tax obligations

Insights

Financial Analyst

TL;DR: Routine executive equity vesting with tax-withholding sale; modest share count change, no new compensation grant beyond earlier award.

The report documents a scheduled vesting of 13,333 RSUs from a previously granted 40,000-unit award and an automatic sell-to-cover of 4,868 shares at $4.6481 to satisfy withholding. This is a standard compensation-related transaction that modestly reduces the executive's net share count to 432,957. There is no indication of additional cash compensation, option exercises, or discretionary sales initiated by the reporting person.

Corporate Governance Expert

TL;DR: Transaction reflects customary equity compensation practices and withholding mechanics; no governance red flags disclosed.

The filing shows vesting per the issuer's equity plan and an automated tax-withholding sale (sell-to-cover), which the filer did not initiate. Vesting schedule (one-third 2025, remainder 2026-2027) aligns executive retention incentives. The form is complete, signed by an attorney-in-fact, and discloses direct beneficial ownership post-transaction, satisfying Section 16 reporting requirements.

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)
	CPO,CMO&EVPGlob.Transformation

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025	09/20/2025	M		13,333	A	$0	437,825	D
Common Stock	09/22/2025		S(1)		4,868(1)	D(1)	$4.6481	432,957	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)	09/22/2025	09/20/2025	M			13,333	(3)	(3)	Common Stock	13,333	$0	26,667	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 Performance 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 September 20, 2024, the Reporting Person was granted 40,000 Restricted Stock Units, one-third of which vested on September 20, 2025 (with an effective transaction date of Monday, September 22, 2025). The remaining two-thirds vest ratably on September 20, 2026, and September 20, 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 applicable vesting date.

Remarks:

	/s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact	09/23/2025
	** 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

What did RMNI insider David W. Rowe report on Form 4 dated 09/22/2025?

The report shows 13,333 RSUs vested, delivery of 13,333 common shares, and an automatic sell-to-cover of 4,868 shares at $4.6481 to satisfy tax withholding.

How many RSUs were originally granted to David W. Rowe and what is the vesting schedule?

He was granted 40,000 Restricted Stock Units on 09/20/2024; one-third vested on 09/20/2025 and the remaining two-thirds vest ratably on 09/20/2026 and 09/20/2027, subject to continued service.

How many shares does David W. Rowe beneficially own after the reported transactions?

The filing reports 432,957 shares beneficially owned following the transactions.

Was the sale of shares initiated by the reporting person?

No. The filing states the sale was an automatically-triggered sell-to-cover related to tax withholding; the reporting person did not initiate the sale.

At what price were the shares sold for withholding purposes?

The automatic sell-to-cover sold 4,868 shares at a price of $4.6481 per share.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed by Celeste Rasmussen Peiffer, as Attorney-in-Fact, on 09/23/2025.