Rimini Street (NASDAQ: RMNI) CEO reports equity awards, tax sales and 115K-share gift

Rhea-AI Filing Summary

Rimini Street, Inc. President, CEO & Chairman Ravin Seth A. reported multiple equity transactions dated March 4, 2026. He acquired 68,964 shares of common stock from vested Restricted Stock Units and 56,322 shares from vested Performance Units through derivative exercises at a price of $0.00 per share.

On the same date, a total of 52,085 common shares were sold in open-market transactions at $3.6428 per share, with footnotes stating these were automatically triggered “sell-to-cover” trades for tax withholding and were not initiated by him. He also made a bona fide gift of 115,000 common shares.

Following these transactions, he directly held 640,326 shares of common stock, plus 137,932 Restricted Stock Units and 112,643 Performance Units, and indirectly held 10,491,309 common shares through the SAR Trust.

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^*

Ravin Seth A.

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO & Chairman

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		68,964	A	$0	751,089	D
Common Stock	03/04/2026		S(1)		28,525(1)	D(1)	$3.6428	722,564	D
Common Stock	03/04/2026		M		56,322(2)	A	$0	778,886	D
Common Stock	03/04/2026		S(3)		23,560(3)	D(3)	$3.6428	755,326	D
Common Stock	03/04/2026		G		115,000	D	$0	640,326	D
Common Stock								10,491,309	I	Through the SAR Trust

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			68,964	(5)	(5)	Common Stock	68,964	$0	137,932	D
Performance Units	(6)	03/04/2026		M			56,322	(7)	(7)	Common Stock	56,322	$0	112,643	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 168,965 "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 206,896 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. The Performance Units are subject to additional time-based vesting requirements and will vest in three (3) equal installments on March 4, 2026, March 4, 2024 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.
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FAQ

What did RMNI CEO Ravin Seth A. report in this Form 4?

The Form 4 shows Rimini Street (RMNI) CEO Ravin Seth A. exercising equity awards, selling shares to cover taxes, and making a stock gift. He converted vested RSUs and Performance Units into common stock, then executed automatic tax-related sales and a bona fide gift of 115,000 shares.

Were the Rimini Street (RMNI) stock sales by the CEO discretionary?

The reported stock sales were automatically triggered “sell-to-cover” transactions related to tax withholding on vesting equity awards. Footnotes state these trades followed the company’s tax-withholding policy, and that the reporting person did not initiate the sales himself, indicating they were administrative rather than discretionary.

How many Rimini Street (RMNI) shares does the CEO own after these transactions?

After the reported transactions, the CEO directly held 640,326 Rimini Street common shares, plus 137,932 Restricted Stock Units and 112,643 Performance Units. He also indirectly held 10,491,309 common shares through the SAR Trust, as disclosed in the ownership table.

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

The filing reports sales totaling 52,085 Rimini Street common shares at an average price of $3.6428 per share. Footnotes explain these were automatic “sell-to-cover” trades executed to satisfy withholding tax obligations on vesting Restricted Stock Units and Performance Units, not discretionary open-market sales.

What stock gift did the Rimini Street (RMNI) CEO make?

The CEO reported a bona fide gift of 115,000 Rimini Street common shares coded as a G transaction. Gift transactions are non-sale dispositions where the insider transfers shares without consideration, typically to another person or entity, and still must be disclosed under insider reporting rules.

What are the key details of the CEO’s Rimini Street (RMNI) equity awards?

The CEO held Restricted Stock Units and Performance Units, each convertible into one common share upon vesting. A March 4, 2025 grant of 206,896 RSUs vests in three annual tranches, while Performance Units vest in three equal installments on March 4, 2026, March 4, 2024 and March 4, 2028.