Rimini Street (RMNI) EVP exercises RSUs and automatic tax sell-to-cover shares

Rhea-AI Filing Summary

Rimini Street EVP & Chief Marketing Officer David W. Rowe exercised 6,667 Restricted Stock Units on March 3, 2026, receiving an equal number of Rimini Street common shares at a price of $0.00 per share.

On the same day, 2,809 of these common shares were sold at an average price of $3.7187 in an automatically triggered “sell‑to‑cover” transaction to satisfy withholding tax obligations under the company’s policy, a sale the reporting person did not initiate. After these transactions, he directly owned 457,789 Rimini Street common shares.

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^*

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)
03/03/2026

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	03/03/2026		M		6,667	A	$0	460,598	D
Common Stock	03/03/2026		S(1)		2,809(1)	D(1)	$3.7187	457,789	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)	03/03/2026		M			6,667	(3)	(3)	Common Stock	6,667	$0	0	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 Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

3. On March 3, 2023 , the Reporting Person was granted 20,000 Restricted Stock Units, one-third of which vested on March 3, 2024, one-third of which vested on March 3 ,2025, and one-third of which vested on March 3, 2026, 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	03/05/2026
	** 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 did Rimini Street (RMNI) executive David Rowe report in this Form 4?

David W. Rowe reported exercising 6,667 Restricted Stock Units into Rimini Street common stock and an automatic sale of 2,809 shares to cover tax withholding. Following these transactions, he directly held 457,789 shares of Rimini Street common stock.

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

David W. Rowe reported the sale of 2,809 Rimini Street common shares at an average price of $3.7187 per share. The sale was an automatically triggered sell-to-cover transaction to satisfy withholding tax obligations related to equity vesting, under the company’s policy.

Was David Rowe’s Rimini Street (RMNI) share sale discretionary?

The Form 4 indicates the sale was not discretionary. Footnotes explain the 2,809-share sale was an automatically triggered “sell-to-cover” transaction to pay withholding tax obligations on equity vesting, and that the reporting person did not initiate the sale himself.

How many Rimini Street (RMNI) shares does David Rowe own after these transactions?

After exercising Restricted Stock Units and the related sell-to-cover transaction, David W. Rowe directly owns 457,789 Rimini Street common shares. This figure reflects his direct ownership immediately following the March 3, 2026 transactions reported in the Form 4 filing.

What equity award did David Rowe receive from Rimini Street (RMNI) originally?

Footnotes state that on March 3, 2023, David W. Rowe was granted 20,000 Restricted Stock Units. One-third vested on March 3, 2024, another third on March 3, 2025, and the final third on March 3, 2026, subject to continued service conditions.

What does each Performance Unit in Rimini Street (RMNI) represent for David Rowe?

According to the footnotes, each Performance Unit represents a contingent right to receive one share of Rimini Street common stock upon vesting. These units convert into shares when vesting conditions are met, aligning the executive’s compensation with the company’s equity value.