Rimini Street (RMNI) CMO RSU vesting triggers small tax-driven share sale

Rhea-AI Filing Summary

Rimini Street EVP & Chief Marketing Officer David W. Rowe reported routine equity compensation activity. On March 9, 2026, 333 Restricted Stock Units converted into 333 shares of Common Stock at a conversion price of $0.00 per share, increasing his direct holdings.

On the same date, 148 Common shares were sold at $3.4948 per share in an automatically triggered “sell-to-cover” transaction to pay withholding taxes under the company’s policy; the footnote states Rowe did not initiate this sale. After these transactions, he directly holds 467,890 Common shares.

The RSUs come from a 1,000-unit grant made on March 7, 2024. One-third vested on March 7, 2025, another third vested on March 7, 2026, and the remaining third is scheduled to vest on March 7, 2027, generally subject to his continued service.

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

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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)
	EVP & Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026	03/07/2026	M		333	A	$0	468,038	D
Common Stock	03/09/2026	03/07/2026	S(1)		148(1)	D(1)	$3.4948	467,890	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)	03/09/2026	03/07/2026	M			333	(3)	(3)	Common Stock	333	$0	334	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. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

3. On March 7, 2024, the Reporting Person was granted 1,000 Restricted Stock Units, one-third of which vested on March 7, 2025, and one-third of which vested on March 7, 2026. The remaining one-third will vest on March 7, 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 vesting date.

Remarks:

	/s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact	03/10/2026
	** 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.
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FAQ

What insider transactions did RMNI executive David W. Rowe report on this Form 4?

David W. Rowe reported an RSU vesting and a small tax-related sale. 333 Restricted Stock Units converted into 333 shares of Rimini Street Common Stock, and 148 shares were sold automatically to cover withholding taxes under the company’s policy, according to the footnotes.

How many Rimini Street (RMNI) shares did David W. Rowe sell, and at what price?

David W. Rowe sold 148 shares of Common Stock at $3.4948 per share. The sale was an automatically triggered “sell-to-cover” transaction used to pay withholding tax obligations tied to his RSU vesting, and was not initiated by him.

How many Rimini Street (RMNI) shares does David W. Rowe hold after these transactions?

After the reported transactions, David W. Rowe holds 467,890 Rimini Street Common shares directly. This figure reflects the 333 shares received from Restricted Stock Unit conversion and the 148 shares sold to satisfy tax withholding obligations on March 9, 2026.

What are the terms of David W. Rowe’s 1,000 Rimini Street RSU grant?

Rowe received 1,000 Restricted Stock Units on March 7, 2024. One-third vested on March 7, 2025, another third vested on March 7, 2026, and the remaining one-third is scheduled to vest on March 7, 2027, generally requiring continued service.

Was the Rimini Street (RMNI) share sale by David W. Rowe discretionary?

The filing notes the 148-share sale was not discretionary. A footnote explains it was an automatically triggered “sell-to-cover” transaction under Rimini Street’s tax withholding policy for RSU vesting, and specifically states that the reporting person did not initiate the sale.

What does each Rimini Street (RMNI) Restricted Stock Unit represent in this Form 4?

Each Restricted Stock Unit represents a right to receive one Common share upon vesting. The footnotes specify that every RSU converts into one share of Rimini Street’s Common Stock when vesting conditions are satisfied, which occurred for 333 units on March 9, 2026.