4/A: Rimini Street Exec Amends Form 4 for Tax-Related Stock Sales

Rimini Street's EVP, Kevin Maddock, amended his Form 4 to disclose automatic 'sell-to-cover' transactions for tax obligations related to vested Restricted Stock Units.

Summary

• Kevin Maddock, EVP, Chief Recurring Revenue Officer of Rimini Street, Inc. (RMNI), filed an amendment to his Form 4.
• The amendment clarifies the disposition of 12,359 shares of common stock at an average price of $4.0242 per share.
• These sales were 'sell-to-cover' transactions, automatically triggered to satisfy tax withholding obligations associated with the vesting of Restricted Stock Units (RSUs).
• On December 17, 2025, 33,333 RSUs vested, representing one-third of a 100,000 RSU grant from December 17, 2024.
• The sales occurred over a three-day period (December 18, 19, and 22, 2025) and were processed by the company's stock plan administrator.
• Maddock did not initiate these sales and had no control over their timing, only being informed on December 22, 2025.
• Following these transactions, Maddock beneficially owns 173,704 shares of common stock and 66,667 unvested Restricted Stock Units.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive. It details a routine executive compensation event (RSU vesting) and a standard tax-related stock sale ('sell-to-cover'). The amendment clarifies the full scope of the transaction, which is a positive for transparency. There are no discretionary sales or negative operational news.

Positives

• The vesting of 33,333 Restricted Stock Units indicates continued compensation and retention of a key executive.
• The 'sell-to-cover' transactions are a standard mechanism for tax obligations, not a discretionary sale by the executive, which maintains transparency.

Negatives

• A reduction in direct beneficial ownership by 12,359 shares due to tax-related sales.

Future Outlook

The filing indicates future vesting events for Kevin Maddock's Restricted Stock Units on December 17, 2026, and December 17, 2027, generally subject to his continued service as a Service Provider.

Management Comments

• The Reporting Person is amending his Form 4 filed December 19, 2025, to add automatic 'sell-to-cover' transactions 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 sales occurred over a three-day period (December 18, 19 and 22, 2025) and were processed by the Company's stock plan administrator.
• The Reporting Person did not initiate the sales and had no control over the timing of the sales.
• The sales were not reported by the Company's stock plan administrator to the Reporting Person until December 22, 2025.

Industry Context

This filing is a routine disclosure of executive stock transactions, specifically related to RSU vesting and tax obligations. Such 'sell-to-cover' transactions are common across industries for executives receiving equity compensation and do not typically reflect a discretionary view on the company's future performance.

Comparison to Industry Standards

• The use of 'sell-to-cover' transactions for tax withholding is a standard practice for equity compensation in publicly traded companies, aligning with common corporate governance and compensation policies.
• The structure of RSU grants with multi-year vesting schedules is typical for executive retention and incentive programs across the technology and software services sectors, similar to companies like Oracle or SAP, which Rimini Street often competes with in the enterprise software support market.

Stakeholder Impact

• Shareholders: Provides transparency regarding executive equity compensation and tax-related stock sales, which are non-discretionary.
• Employees: Reinforces the company's equity compensation structure for key executives.

Next Steps

• Remaining two-thirds of Kevin Maddock's Restricted Stock Units will vest ratably on December 17, 2026, and December 17, 2027, generally subject to his continued service.

Key Dates

Recommendation

This Form 4/A filing details a routine, non-discretionary 'sell-to-cover' transaction by an executive to satisfy tax obligations upon RSU vesting. It does not provide new information regarding the company's operational performance, strategic direction, or financial health that would warrant a change in investment thesis. The transaction is an expected part of executive compensation and does not signal a change in management's confidence or a significant shift in the company's fundamentals. Therefore, a 'hold' recommendation is appropriate as there's no new information to alter an existing position.

Keywords

Rimini Street, RMNI, Form 4/A, Insider Trading, Restricted Stock Units, RSU Vesting, Sell-to-Cover, Executive Compensation, Kevin Maddock, SEC Filing