Rimini Street (RMNI) CFO executes tax sell-to-cover and equity vesting
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Rimini Street, Inc. EVP & Chief Financial Officer Michael L. Perica reported a mix of automatic tax-related sales and equity vesting transactions. On May 6, 2026, broker-assisted “sell-to-cover” transactions disposed of 27,737 shares of common stock at an average price of $3.9356 per share to satisfy withholding tax obligations; the footnotes state he did not initiate these sales.
The same day, he exercised or converted 69,095 performance units and restricted stock units into common stock at a conversion price of $0.0000 per unit. Following these transactions, he directly held 185,600 shares of common stock. The underlying awards stem from a grant of 161,943 restricted stock units and 45,344 earned performance units, with one-third tranches vesting on May 6 of 2025, 2026, and 2027, subject to continued service.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 27,737 shares ($109,162)
Net Sell
6 txns
Insider
Perica Michael L.
Role
EVP & Chief Financial Officer
Sold
27,737 shs ($109K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 53,980 | $0.00 | -- |
| Exercise | Performance Units | 15,115 | $0.00 | -- |
| Exercise | Common Stock | 53,980 | $0.00 | -- |
| Exercise | Common Stock | 15,115 | $0.00 | -- |
| Sale | Common Stock | 21,666 | $3.9356 | $85K |
| Sale | Common Stock | 6,071 | $3.9356 | $24K |
Holdings After Transaction:
Restricted Stock Units — 53,983 shares (Direct, null);
Performance Units — 15,114 shares (Direct, null);
Common Stock — 170,485 shares (Direct, null)
Footnotes (1)
- Represents one-third of the total 45,344 "Earned Performance Units" (as previously reported by the Reporting Person on a Form 4 dated March 3, 2025) under the terms of the Issuer's 2013 Long-Term Incentive Plan based upon the Issuer's achievement against a target "Adjusted EBITDA" goal for fiscal year 2024 and the Issuer's achievement against a target "Total Revenue" performance goal for fiscal year 2024, effective as of February 27, 2025 (the date the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2024). 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. 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 May 6, 2024, the Reporting Person was granted 161,943 Restricted Stock Units, one-third of which vested on May 6, 2025 and one-third of which vested on May 6, 2026. The remaining one-third will vest on May 6, 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. 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 May 6, 2025, and one-third of the "Earned Performance Units" vested on May 6, 2026. The remaining one-third will vest on May 6, 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.
Key Figures
Automatic tax-related sales: 27,737 shares at $3.9356
Equity awards exercised/converted: 69,095 units
Post-transaction holdings: 185,600 shares
+4 more
7 metrics
Automatic tax-related sales
27,737 shares at $3.9356
Sell-to-cover common stock sales on May 6, 2026
Equity awards exercised/converted
69,095 units
Performance units and RSUs converted to common stock on May 6, 2026
Post-transaction holdings
185,600 shares
Common stock held directly after reported transactions
RSU grant size
161,943 units
Restricted stock units granted on May 6, 2024
Earned performance units
45,344 units
Earned based on 2024 Adjusted EBITDA and Total Revenue goals
Tax-related transaction type
Sell-to-cover
Automatic sales to satisfy withholding tax obligations
Future vesting date
May 6, 2027
Final one-third of RSUs and performance units scheduled to vest
Key Terms
sell-to-cover, Restricted Stock Unit, Performance Unit, Adjusted EBITDA, +2 more
6 terms
sell-to-cover financial
"Reported transaction is an automatically-triggered "sell-to-cover" transaction related to the payment of withholding tax obligations"
Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.
Restricted Stock Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Performance Unit financial
"Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting."
Adjusted EBITDA financial
"based upon the Issuer's achievement against a target "Adjusted EBITDA" goal for fiscal year 2024"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Total Revenue financial
"and the Issuer's achievement against a target "Total Revenue" performance goal for fiscal year 2024"
2013 Long-Term Incentive Plan financial
"under the terms of the Issuer's 2013 Long-Term Incentive Plan based upon the Issuer's achievement"
FAQ
What insider transactions did Rimini Street (RMNI) CFO Michael Perica report?
He reported automatic tax-related sales of 27,737 common shares at $3.9356 and the exercise or conversion of 69,095 performance and restricted stock units into common stock on May 6, 2026, reflecting routine equity compensation activity and associated tax withholding.
Were the Rimini Street (RMNI) CFO’s stock sales discretionary trades?
No. Footnotes state the reported sales were automatically triggered “sell-to-cover” transactions to pay withholding tax obligations tied to vesting events. The reporting person did not initiate the sales, indicating these were mechanical tax payments rather than discretionary open-market decisions.
What equity awards vested for the Rimini Street (RMNI) CFO on May 6, 2026?
On May 6, 2026, one-third of a 161,943 restricted stock unit grant and one-third of 45,344 earned performance units vested. Each unit represents a contingent right to receive one share of common stock, subject to continued service through the vesting dates.
How are Rimini Street (RMNI) CFO performance units tied to company results?
The 45,344 earned performance units were determined under the 2013 Long-Term Incentive Plan based on Rimini Street’s achievement of target “Adjusted EBITDA” and “Total Revenue” goals for fiscal 2024, effective February 27, 2025, when the company filed its Form 10-K.
What future vesting remains for the Rimini Street (RMNI) CFO’s equity awards?
For both the restricted stock units and earned performance units, one-third vested on May 6, 2025, another third on May 6, 2026, and the remaining one-third is scheduled to vest on May 6, 2027, generally subject to Michael Perica continuing as a service provider.