Form 4: Rimini Street EVP Maddock's Routine Stock Vesting & Sale

Rimini Street's EVP, Chief Recurring Revenue Officer, Kevin Maddock, reported the vesting of restricted stock and performance units, alongside associated tax-related 'sell-to-cover' transactions.

Summary

• Kevin Maddock, EVP, Chief Recurring Revenue Officer of Rimini Street, Inc. (RMNI), reported transactions related to his equity compensation.
• On March 4, 2026, 11,493 Restricted Stock Units (RSUs) vested, representing one-third of a grant made on March 4, 2025.
• Concurrently, 4,838 shares of common stock were sold at $3.6428 per share in an automatically triggered "sell-to-cover" transaction to satisfy tax withholding obligations related to the RSU vesting.
• Additionally, 5,632 Performance Units vested on March 4, 2026, representing one-third of the "Earned Performance Units" based on Rimini Street's achievement of 2025 Adjusted EBITDA and Total Revenue performance goals.
• Another 2,371 shares of common stock were sold at $3.6428 per share in an automatically triggered "sell-to-cover" transaction for tax obligations related to the Performance Unit vesting.
• Following these transactions, Kevin Maddock beneficially owns 187,478 shares of common stock directly.
• He also holds 22,989 unvested Restricted Stock Units and 11,264 unvested Performance Units, which are scheduled to vest ratably on March 4, 2027, and March 4, 2028.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it indicates the company achieved its 2025 Adjusted EBITDA and Total Revenue performance goals, leading to the vesting of executive performance units. The transactions are routine compensation events.

Positives

• The vesting of Performance Units indicates Rimini Street achieved its 2025 Adjusted EBITDA and Total Revenue performance goals.
• The transactions are part of a routine, pre-scheduled equity compensation plan, demonstrating a structured approach to executive incentives.

Negatives

• The "sell-to-cover" transactions, while routine for tax purposes, result in a reduction of the executive's direct shareholding.

Future Outlook

The remaining two-thirds of Kevin Maddock's Restricted Stock Units (22,989 units) and Performance Units (11,264 units) are scheduled to vest ratably on March 4, 2027, and March 4, 2028, contingent on his continued service as a Service Provider.

Management Comments

• The Reporting Person did not initiate the sale for the 'sell-to-cover' transactions, indicating these were automatically triggered per company policy for tax withholding obligations.

Industry Context

StockSavvy.ai notes that routine executive compensation events, such as RSU and performance unit vesting followed by "sell-to-cover" transactions for tax purposes, are standard practice across publicly traded companies. This filing reflects Rimini Street's established long-term incentive plan, aligning executive interests with company performance metrics like Adjusted EBITDA and Total Revenue, which is a common governance practice in the software and IT services industry.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance Units as long-term incentive compensation is a common practice among technology and software companies, comparable to structures seen at companies like Oracle, SAP, or Salesforce.
• The "sell-to-cover" mechanism for tax withholding is a standard industry practice to manage tax liabilities arising from equity vesting, ensuring compliance without requiring executives to use personal funds for tax payments.
• Tying Performance Unit vesting to specific financial targets like Adjusted EBITDA and Total Revenue aligns with best practices for performance-based compensation, similar to incentive plans at companies such as Accenture or Cognizant, which often link executive payouts to key operational and financial achievements.

Corporate Governance

Stakeholder Impact

• Shareholders: The vesting of performance units suggests the company met its financial targets, which is generally positive. The "sell-to-cover" sales are routine and typically have minimal market impact.
• Employees: The long-term incentive plan, including RSUs and Performance Units, is a key component of executive compensation, potentially influencing broader employee incentive structures.

Next Steps

• Remaining two-thirds of Restricted Stock Units to vest ratably on March 4, 2027, and March 4, 2028.
• Remaining two-thirds of Performance Units to vest ratably on March 4, 2027, and March 4, 2028.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of restricted stock and performance units, and associated 'sell-to-cover' transactions for tax purposes. While the vesting of performance units indicates the company met its 2025 financial targets (Adjusted EBITDA and Total Revenue), this information is likely already priced into the stock following the company's annual report. The transactions themselves are not indicative of new strategic developments or significant changes in company fundamentals. Therefore, a 'hold' recommendation is appropriate as this filing does not present new information warranting a change in investment thesis, but rather confirms ongoing compensation practices and past performance achievements.

Keywords

Rimini Street, RMNI, Form 4, Insider Trading, Executive Compensation, Restricted Stock Units, Performance Units, Stock Vesting, Sell-to-Cover, Equity Incentive Plan, Adjusted EBITDA, Total Revenue