Rimini Street (RMNI) CEO awarded 168,965 performance units tied to 2025 goals

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ravin Seth A. reported acquisition or exercise transactions in this Form 4 filing.

Rimini Street CEO Ravin Seth A. received a grant of 168,965 Performance Units. Each unit represents a contingent right to receive one share of common stock based on previously achieved 2025 Adjusted EBITDA and Total Revenue performance goals, effective February 19, 2026.

The Performance Units are also subject to time-based vesting in three equal installments on March 4, 2026, March 4, 2027, and March 4, 2028, generally requiring continued service through each vesting date. Following these updates, he holds 678,538 common shares directly and 10,491,309 indirectly through the SAR Trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Ravin Seth A.

Role President, CEO & Chairman

Type	Security	Shares	Price	Value
Grant/Award	Performance Units	168,965	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Units — 168,965 shares (Direct); Common Stock — 678,538 shares (Direct); Common Stock — 10,491,309 shares (Indirect, Through the SAR Trust)

Footnotes (1)

Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. Represents "Earned Performance Units" 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). 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, 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 applicable vesting date.

Form 4 Insider Transactions: What Each Field Means →

02/20/2026 - 04:22 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
02/19/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								678,538	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Units	⁽¹⁾	02/19/2026		A		168,965⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	168,965	$0	168,965	D

Explanation of Responses:

1. Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

2. Represents "Earned Performance Units" 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. 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, 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 applicable vesting date.

Remarks:

	/s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact	02/20/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Rimini Street (RMNI) disclose about CEO equity grants?

Rimini Street disclosed that CEO Ravin Seth A. received 168,965 Performance Units. Each unit may convert into one share of common stock, subject to both company performance criteria for fiscal 2025 and a multi-year time-based vesting schedule through March 2028.

How many Rimini Street (RMNI) Performance Units were granted to the CEO?

The CEO was granted 168,965 Performance Units. Each unit represents a contingent right to one share of common stock, linked to 2025 Adjusted EBITDA and Total Revenue goals and additional time-based vesting in three equal tranches from March 2026 to March 2028.

What performance goals are tied to the Rimini Street (RMNI) CEO’s Performance Units?

The Performance Units were earned under the 2025 Long-Term Incentive Plan based on Rimini Street’s achievement of target Adjusted EBITDA and Total Revenue goals for fiscal year 2025. The award became effective on February 19, 2026, when those performance outcomes were confirmed.

When do the Rimini Street (RMNI) CEO’s Performance Units vest?

The Performance Units vest in three equal installments on March 4, 2026, March 4, 2027, and March 4, 2028. Vesting generally requires the CEO to continue as a service provider through each vesting date under Rimini Street’s equity incentive plan.

How many Rimini Street (RMNI) common shares does the CEO now hold?

After the reported transactions, CEO Ravin Seth A. holds 678,538 Rimini Street common shares directly. He also has indirect ownership of 10,491,309 common shares through the SAR Trust, reflecting both his direct and indirect equity interests in the company.

What does each Rimini Street (RMNI) Performance Unit represent for the CEO?

Each Performance Unit represents a contingent right to receive one share of Rimini Street common stock upon vesting. Actual share delivery depends on satisfaction of both previously determined 2025 performance goals and the CEO’s continued service through future vesting dates.