Rimini Street (RMNI) awards 2025 performance-based stock units

Q: What did Rimini Street (RMNI) EVP Nancy Lyskawa report on this Form 4?

Nancy Lyskawa reported receiving 16,896 Performance Units tied to Rimini Street common stock. These units were awarded under the company’s 2025 Long-Term Incentive Plan and depend on meeting specific 2025 Adjusted EBITDA and Total Revenue performance goals before converting into shares.

Q: How many Rimini Street Performance Units were granted to Nancy Lyskawa?

She was granted 16,896 Performance Units with a price per unit of $0.00. Each unit represents a contingent right to one share of common stock, subject to both 2025 performance targets and ongoing time-based vesting conditions over three annual installments.

Q: What performance goals affect the Rimini Street Performance Units for RMNI?

The Performance Units depend on Rimini Street’s 2025 Adjusted EBITDA and 2025 Total Revenue versus target goals. Units classified as "Earned Performance Units" are determined based on these metrics and then remain subject to additional time-based vesting through 2028, assuming continued service by the executive.

Q: When will Nancy Lyskawa’s Rimini Street 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 that she continue as a Service Provider under Rimini Street’s 2013 Equity Incentive Plan through each respective vesting date.

Q: How many Rimini Street common shares does Nancy Lyskawa hold after this grant?

After this award, she directly holds 184,015 shares of Rimini Street common stock. This figure reflects her reported direct ownership following the grant of 16,896 Performance Units, which themselves are contingent rights that may convert into additional shares over time.

Q: Is the Rimini Street Performance Unit grant a cash transaction for Nancy Lyskawa?

No, the reported grant shows a $0.00 transaction price per Performance Unit . This indicates an equity-based compensation award rather than a cash purchase, with value depending on Rimini Street’s stock performance and achievement of the specified 2025 financial performance targets.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Lyskawa Nancy reported acquisition or exercise transactions in this Form 4 filing.

Rimini Street, Inc. executive Nancy Lyskawa, EVP & Chief Client Officer, was granted 16,896 Performance Units effective February 19, 2026. Each unit is a contingent right to receive one share of common stock, based on the company’s achievement of 2025 Adjusted EBITDA and Total Revenue performance goals.

These Performance Units vest in three equal installments on March 4, 2026, March 4, 2027, and March 4, 2028, generally requiring her continued service. Following this grant, she directly holds 184,015 shares of Rimini Street common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lyskawa Nancy

Role EVP & Chief Client Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Units	16,896	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance Units — 16,896 shares (Direct); Common Stock — 184,015 shares (Direct)

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 - 04:14 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^*

Lyskawa Nancy

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Client Officer

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								184,015	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)
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		16,896⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	16,896	$0	16,896	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) EVP Nancy Lyskawa report on this Form 4?

Nancy Lyskawa reported receiving 16,896 Performance Units tied to Rimini Street common stock. These units were awarded under the company’s 2025 Long-Term Incentive Plan and depend on meeting specific 2025 Adjusted EBITDA and Total Revenue performance goals before converting into shares.

How many Rimini Street Performance Units were granted to Nancy Lyskawa?

She was granted 16,896 Performance Units with a price per unit of $0.00. Each unit represents a contingent right to one share of common stock, subject to both 2025 performance targets and ongoing time-based vesting conditions over three annual installments.

What performance goals affect the Rimini Street Performance Units for RMNI?

The Performance Units depend on Rimini Street’s 2025 Adjusted EBITDA and 2025 Total Revenue versus target goals. Units classified as "Earned Performance Units" are determined based on these metrics and then remain subject to additional time-based vesting through 2028, assuming continued service by the executive.

When will Nancy Lyskawa’s Rimini Street 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 that she continue as a Service Provider under Rimini Street’s 2013 Equity Incentive Plan through each respective vesting date.

How many Rimini Street common shares does Nancy Lyskawa hold after this grant?

After this award, she directly holds 184,015 shares of Rimini Street common stock. This figure reflects her reported direct ownership following the grant of 16,896 Performance Units, which themselves are contingent rights that may convert into additional shares over time.

Is the Rimini Street Performance Unit grant a cash transaction for Nancy Lyskawa?

No, the reported grant shows a $0.00 transaction price per Performance Unit. This indicates an equity-based compensation award rather than a cash purchase, with value depending on Rimini Street’s stock performance and achievement of the specified 2025 financial performance targets.