4/A: Rimini Street Officer Amends Filing for RSU Tax Sales

Nancy Lyskawa, EVP & Chief Client Officer of Rimini Street, Inc., amended her SEC Form 4 to report automatic 'sell-to-cover' transactions for tax obligations related to vested Restricted Stock Units.

Summary

• Nancy Lyskawa, EVP & Chief Client Officer, acquired 33,333 shares of Rimini Street Common Stock on December 17, 2025, through the vesting of Restricted Stock Units (RSUs).
• Concurrently, 9,927 shares of Common Stock were automatically sold at an average price of $4.0242 per share between December 18-22, 2025, to cover withholding tax obligations related to the RSU vesting.
• The sales were 'sell-to-cover' transactions, not initiated by Ms. Lyskawa, and were processed by the company's stock plan administrator.
• Following these transactions, Ms. Lyskawa directly beneficially owns 184,015 shares of Common Stock.
• One-third of her 100,000 RSU grant from December 17, 2024, vested on December 17, 2025, with the remaining 66,667 RSUs scheduled to vest ratably on December 17, 2026, and December 17, 2027, contingent on continued service.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation events (RSU vesting and associated tax sales). While a sale occurred, it was non-discretionary and for tax purposes, which is a neutral event. The continued vesting indicates executive retention.

Positives

• Vesting of 33,333 Restricted Stock Units indicates continued employment and performance of a key executive.
• The 'sell-to-cover' mechanism is a standard practice for tax obligations, not a discretionary sale by the executive.

Negatives

• A reduction in direct beneficial ownership of 9,927 shares of common stock, even if for tax purposes.

Future Outlook

The remaining two-thirds of the Restricted Stock Units (66,667 units) are scheduled to vest ratably on December 17, 2026, and December 17, 2027, generally subject to Nancy Lyskawa continuing to be a Service Provider.

Management Comments

• The Reporting Person is amending her 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

NA

Stakeholder Impact

• Shareholders: Minor dilution from RSU vesting, but the 'sell-to-cover' is a standard practice. The executive's continued equity ownership aligns interests.
• Employees: The RSU vesting demonstrates the company's commitment to executive retention and performance-based compensation.

Next Steps

• The remaining 66,667 Restricted Stock Units are scheduled to vest ratably on December 17, 2026, and December 17, 2027.

Key Dates

Recommendation

This Form 4/A details a routine RSU vesting and an automatic 'sell-to-cover' transaction for tax purposes by a key executive. Such transactions are standard and do not reflect a discretionary decision to sell shares based on company performance or outlook. The continued vesting of RSUs suggests executive retention and alignment of interests. There is no new information in this filing that would warrant a change in investment recommendation; therefore, a 'hold' recommendation is maintained.

Keywords

Rimini Street, RMNI, Nancy Lyskawa, SEC Form 4/A, Insider Trading, Restricted Stock Units, RSU Vesting, Sell-to-Cover, Executive Compensation, Stock Transaction, Tax Obligations