4/A: Rimini Street Officer Amends Stock Transaction Filing

Rimini Street's CPO, CMO & EVP Global Transformation, David W. Rowe, amended a Form 4 to report automatic 'sell-to-cover' transactions related to Restricted Stock Unit vesting.

Summary

• David W. Rowe, Chief Product Officer, Chief Marketing Officer, and Executive Vice President of Global Transformation at Rimini Street, Inc. (RMNI), filed an amended Form 4.
• The amendment clarifies 'sell-to-cover' transactions for tax obligations associated with Restricted Stock Unit (RSU) vesting, which were not included in the original filing.
• On December 17, 2025, 33,333 shares of Common Stock were acquired by Mr. Rowe through the vesting of RSUs at a price of $0.
• Following the RSU vesting, 12,359 shares of Common Stock were disposed of at an average price of $4.0242 per share to cover withholding tax obligations.
• These 'sell-to-cover' sales occurred over a three-day period from December 18, 2025, to December 22, 2025, and were automatically triggered by the Issuer's policy.
• Mr. Rowe did not initiate these sales and had no control over their timing; the sales were reported to him by the Company's stock plan administrator on December 22, 2025.
• After these transactions, Mr. Rowe beneficially owns 453,931 shares of Common Stock directly.
• Mr. Rowe was granted 100,000 Restricted Stock Units on December 17, 2024, with one-third vesting on December 17, 2025. The remaining two-thirds will vest ratably on December 17, 2026, and December 17, 2027.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there's a disposition of shares, it's an automatic, non-discretionary 'sell-to-cover' for tax purposes following the vesting of equity compensation, which is a positive event for the executive. This is a routine insider transaction with no significant negative implications for the company's operations or outlook.

Positives

• The vesting of 33,333 Restricted Stock Units represents a realization of equity compensation for the executive, increasing their direct beneficial ownership of common stock before tax-related sales.

Negatives

• A disposition of 12,359 shares of Common Stock occurred, reducing the executive's overall beneficial ownership, although this was an automatic 'sell-to-cover' for tax purposes rather than a discretionary sale.

Future Outlook

The remaining two-thirds of the 100,000 Restricted Stock Units granted on December 17, 2024, are scheduled to vest ratably on December 17, 2026, and December 17, 2027, contingent on Mr. Rowe's continued service as a Service Provider.

Management Comments

• The 'sell-to-cover' transactions were automatically triggered pursuant to the Issuer's policy for tax withholdings associated with Restricted Stock Unit vesting events.
• The sales were processed by the Company's stock plan administrator, and the Reporting Person did not initiate the sales nor had control over their timing.

Industry Context

This filing details a routine insider transaction involving the vesting of executive equity compensation and subsequent automatic share sales to cover tax obligations. Such transactions are common across publicly traded companies as part of standard executive incentive and compensation programs.

Comparison to Industry Standards

• The vesting of Restricted Stock Units (RSUs) and subsequent 'sell-to-cover' transactions for tax obligations are standard practices for executive compensation across publicly traded companies, including peers in the software and IT services industry such as Oracle, SAP, and Salesforce.
• The reported transaction aligns with typical executive compensation structures designed to incentivize long-term performance while managing immediate tax liabilities upon equity vesting, reflecting common industry benchmarks for executive equity plans.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine insider transaction for tax purposes, not indicative of a change in company fundamentals or executive sentiment.
• Employees (Executive): David W. Rowe realized a portion of his equity compensation, aligning his interests with long-term company performance.

Next Steps

• The remaining two-thirds of Mr. Rowe's Restricted Stock Units are scheduled to vest ratably on December 17, 2026, and December 17, 2027.

Key Dates

Keywords

Rimini Street, RMNI, Form 4/A, Insider Transaction, Restricted Stock Units, RSU Vesting, Sell-to-Cover, Executive Compensation, Stock Ownership, David W. Rowe