Rimini Street (NASDAQ: RMNI) CRO vests units with tax sell-to-cover

Rhea-AI Filing Summary

Rimini Street, Inc. executive vice president and chief revenue officer Steven Hershkowitz reported multiple equity award transactions. On March 4, 2026, he acquired 11,493 shares of common stock from vested Restricted Stock Units and 5,632 shares from vested Performance Units through derivative exercises at a price of $0.00 per share. On the same date, he sold 3,485 and 1,708 shares of common stock at $3.6428 per share in automatically triggered sell-to-cover transactions to satisfy tax withholding obligations under company policy, as noted in the footnotes. Following these transactions, he directly owned 111,877 shares of Rimini Street common stock.

Insider Trade Summary

Net Seller: 5,193 shares ($18,917)

Net Sell 6 txns

Insider Hershkowitz Steven

Role EVP & Chief Revenue Officer

Sold 5,193 shs ($19K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	11,493	$0.00	--
Exercise	Performance Units	5,632	$0.00	--
Exercise	Common Stock	11,493	$0.00	--
Sale	Common Stock	3,485	$3.6428	$13K
Exercise	Common Stock	5,632	$0.00	--
Sale	Common Stock	1,708	$3.6428	$6K

Holdings After Transaction: Restricted Stock Units — 22,989 shares (Direct); Performance Units — 11,264 shares (Direct); Common Stock — 111,438 shares (Direct)

Footnotes (1)

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. 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). 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 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. 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 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Hershkowitz Steven

(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 Revenue 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	111,438	D
Common Stock	03/04/2026		S(1)		3,485(1)	D(1)	$3.6428	107,953	D
Common Stock	03/04/2026		M		5,632(2)	A	$0	113,585	D
Common Stock	03/04/2026		S(3)		1,708(3)	D(3)	$3.6428	111,877	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 did Rimini Street (RMNI) executive Steven Hershkowitz report on this Form 4?

Steven Hershkowitz reported vesting-related equity transactions, including exercises of Restricted Stock Units and Performance Units into Rimini Street common stock, plus automatic sell-to-cover sales for taxes. These actions reflect routine compensation vesting rather than discretionary open-market buying or selling by the executive.

How many Rimini Street shares did Steven Hershkowitz acquire through equity awards?

He acquired 11,493 shares of common stock from vested Restricted Stock Units and 5,632 shares from vested Performance Units, both at $0.00 per share. These resulted from derivative exercises tied to previously granted awards under Rimini Street’s long-term incentive and equity incentive plans.

What sell-to-cover stock sales did Steven Hershkowitz report for Rimini Street (RMNI)?

He reported two common stock sales on March 4, 2026: 3,485 shares and 1,708 shares at $3.6428 per share. Footnotes explain these were automatically triggered sell-to-cover transactions to pay withholding taxes on Restricted Stock Unit and Performance Unit vesting events.

How many Rimini Street (RMNI) shares does Steven Hershkowitz own after these transactions?

After completing the award vesting exercises and related sell-to-cover sales, Steven Hershkowitz directly owned 111,877 shares of Rimini Street common stock. This total reflects the net result of shares acquired from vested units and shares sold to satisfy associated tax withholding obligations.

What are the vesting terms for Steven Hershkowitz’s Rimini Street Restricted Stock Units?

On March 4, 2025, he was granted 34,482 Restricted Stock Units, with one-third vesting on March 4, 2026. The remaining two-thirds vest ratably on March 4, 2027 and March 4, 2028, subject to his continued status as a Service Provider under Rimini’s 2013 Equity Incentive Plan.

How do Steven Hershkowitz’s Rimini Street Performance Units vest according to this filing?

The filing notes 16,896 Earned Performance Units based on 2025 Adjusted EBITDA and Total Revenue goals, with one-third vesting on March 4, 2026. The remaining two-thirds vest ratably on March 4, 2027 and March 4, 2028, subject to his continued service with Rimini Street.