Rimini Street (RMNI) CFO reports equity vesting and automatic tax sell-to-cover trades

Rhea-AI Filing Summary

Rimini Street EVP & CFO Michael L. Perica reported equity award vesting and related share movements. On March 4, 2026, he acquired 38,313 shares of common stock from vested Restricted Stock Units and 18,774 shares from vested Performance Units through derivative exercises at no cost per share.

On the same date, a total of 24,879 common shares were sold at $3.6428 per share in automatically triggered “sell-to-cover” transactions to satisfy tax withholding obligations for these vesting events, which the footnotes state he did not initiate. Following these transactions, he directly owned 127,885 shares of Rimini Street common stock.

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^*

Perica Michael L.

(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 Financial 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		38,313	A	$0	133,990	D
Common Stock	03/04/2026		S(1)		16,335(1)	D(1)	$3.6428	117,655	D
Common Stock	03/04/2026		M		18,774(2)	A	$0	136,429	D
Common Stock	03/04/2026		S(3)		8,544(3)	D(3)	$3.6428	127,885	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			38,313	(5)	(5)	Common Stock	38,313	$0	76,629	D
Performance Units	(6)	03/04/2026		M			18,774	(7)	(7)	Common Stock	18,774	$0	37,547	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 56,321 "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 114,942 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).
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FAQ

What did Rimini Street (RMNI) CFO Michael Perica report on this Form 4?

Rimini Street CFO Michael L. Perica reported equity award vesting and related share movements, including exercises of Restricted Stock Units and Performance Units into common stock and automatic share sales to cover tax withholding obligations tied to these vestings.

How many Rimini Street shares did the RMNI CFO acquire in this Form 4?

Michael L. Perica acquired 38,313 Rimini Street common shares from vested Restricted Stock Units and 18,774 common shares from vested Performance Units, both via derivative exercises at $0.0000 per share, reflecting the conversion of previously granted equity awards into common stock.

How many Rimini Street (RMNI) shares were sold and at what price?

A total of 24,879 Rimini Street common shares were sold at $3.6428 per share. Footnotes explain these were automatically triggered “sell-to-cover” transactions executed solely to satisfy tax withholding obligations from equity award vesting, not discretionary open-market sales by the CFO.

Were the Rimini Street CFO’s share sales discretionary or automatic?

The share sales were automatic. Footnotes state they were automatically triggered “sell-to-cover” transactions under Rimini Street’s tax withholding policy for Restricted Stock Unit and Performance Unit vesting events, and that the reporting person did not initiate the sales himself.

How many Rimini Street (RMNI) shares does the CFO hold after these transactions?

After the reported exercises and automatic tax-related sales, Michael L. Perica directly held 127,885 shares of Rimini Street common stock, according to the post-transaction ownership figures disclosed for his non-derivative holdings in the Form 4 transaction data.

What vesting schedule applies to the Rimini Street Restricted Stock Units reported?

Footnotes state that on March 4, 2025, 114,942 Restricted Stock Units were granted, with one-third vesting on March 4, 2026 and the remaining two-thirds vesting ratably on March 4, 2027 and March 4, 2028, subject to continued service as a Service Provider.

How are Rimini Street Performance Units structured for the CFO’s award?

Each Performance Unit represents a right to receive one share of common stock upon vesting. One-third of the Earned Performance Units vested on March 4, 2026, with the remaining two-thirds vesting ratably on March 4, 2027 and March 4, 2028, contingent on continued service.