Rimini Street CMO equity vests, shares sold for taxes
Rimini Street, Inc. executive David W. Rowe reported routine equity compensation activity.
Rhea-AI Filing Summary
Rimini Street, Inc. executive David W. Rowe reported routine equity compensation activity. On May 6, 2026, he exercised and converted a total of 20,728 Performance Units and Restricted Stock Units into Common Stock at a conversion price of $0.00 per share.
To cover withholding tax obligations tied to these vesting events, an automatically triggered sell-to-cover arrangement sold 7,485 shares of Common Stock in open-market transactions at an average price of about $3.9356 per share. Footnotes state that these sales were initiated under the company’s tax-withholding policy, not by the executive personally.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
6 txns
Insider
Rowe David W.
Role
EVP & Chief Marketing Officer
Sold
7,485 shs ($29K)
Approx. gross sale proceeds
$29K
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 16,194 | $0.00 | $0.00 |
| Exercise | Performance Units | 4,534 | $0.00 | $0.00 |
| Exercise | Common Stock | 16,194 | $0.00 | $0.00 |
| Exercise | Common Stock | 4,534 | $0.00 | $0.00 |
| Sale | Common Stock | 5,845 | $3.9356 | $23K |
| Sale | Common Stock | 1,640 | $3.9356 | $6K |
Holdings After Transaction:
Restricted Stock Units — 16,195 contracts (Direct);
Performance Units — 4,534 contracts (Direct);
Common Stock — 498,119 shares (Direct)
Footnotes (7)
- F1. Represents one-third of the total 13,602 "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).
- F2. 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.
- F3. 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.
- F4. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
- F5. On May 6, 2024, the Reporting Person was granted 48,582 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.
- F6. Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
- F7. 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
Shares sold for tax withholding: 7,485 shares
Average sale price: $3.9356 per share
Shares from unit conversions: 20,728 shares
+2 more
5 metrics
Shares sold for tax withholding
7,485 shares
Automatically triggered sell-to-cover on May 6, 2026
Average sale price
$3.9356 per share
Sell-to-cover Common Stock sales on May 6, 2026
Shares from unit conversions
20,728 shares
4,534 Performance Units and 16,194 RSUs converted to Common Stock
RSU grant size
48,582 Restricted Stock Units
Granted May 6, 2024 under 2013 Equity Incentive Plan
Earned Performance Units
13,602 units
Earned based on 2024 Adjusted EBITDA and Total Revenue goals
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.
Earned Performance Units financial
"Represents one-third of the total 13,602 "Earned Performance Units" ... based upon the Issuer's achievement against a target"
withholding tax obligations financial
"sell-to-cover transaction related to the payment of withholding tax obligations pursuant to the Issuer's policy"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Rimini Street (RMNI) report for David W. Rowe?
Rimini Street EVP and Chief Marketing Officer David W. Rowe reported vesting and conversion of equity awards into Common Stock, followed by automatic sell-to-cover share sales to satisfy tax withholding obligations under the company’s policy, all on May 6, 2026.
What equity awards vested for David W. Rowe at Rimini Street (RMNI)?
Rowe converted 4,534 Performance Units and 16,194 Restricted Stock Units into Common Stock, totaling 20,728 shares. Each unit represents a contingent right to receive one share upon vesting under Rimini Street’s long-term and equity incentive plans.
What do the Rimini Street performance-based units depend on?
The Earned Performance Units were determined under Rimini Street’s 2013 Long-Term Incentive Plan based on achieving target Adjusted EBITDA and Total Revenue goals for fiscal 2024, as described in the footnotes to the Form 4 filing.
What is the vesting schedule for David W. Rowe’s Rimini Street RSUs and performance units?
Rowe was granted 48,582 Restricted Stock Units, vesting in three equal annual installments on May 6, 2025, May 6, 2026, and May 6, 2027. Earned Performance Units similarly vest in three equal installments on May 6, 2025, May 6, 2026, and May 6, 2027.
AI-generated analysis. How Rhea-AI works. Not financial advice.
