10-K: Rimini Street Swings to Profit, Settles Oracle Litigation

Sentiment:

Annual Report


Rimini Street, Inc. reported a significant swing to net income in 2025, driven by a major litigation settlement with Oracle, despite a slight revenue decline.

Better than expectedThe company swung from a net loss of $36.3 million in 2024 to a net income of $37.1 million in 2025, indicating a significant improvement in profitability.The resolution of the long-standing Rimini II litigation with Oracle and the receipt of $37.9 million in previously paid legal fees contributed substantially to the positive financial results.Cash flow from operating activities turned positive, providing $60.2 million in 2025 compared to a negative $38.8 million in 2024, demonstrating improved operational efficiency and liquidity.

Summary

  • Rimini Street, Inc. achieved a net income of $37.1 million for the year ended December 31, 2025, a substantial improvement from a net loss of $36.3 million in 2024.
  • Total revenue for 2025 was $421.5 million, a 2% decrease from $428.8 million in 2024, primarily due to reductions in Oracle PeopleSoft and other subscription clients.
  • The company settled its long-standing Rimini II litigation with Oracle in July 2025, receiving approximately $37.9 million in previously paid attorneys' fees and costs.
  • Rimini Street is winding down support services for Oracle PeopleSoft software, with a required completion date no later than July 31, 2028, which accounted for 5% of total revenue in 2025, down from 8% in 2024.
  • The company launched Rimini Agentic UX solutions in December 2025, a new offering combining AI-driven orchestration, automation, and user experience for enterprise workflows.
  • Active client count slightly increased to 3,100 in 2025 from 3,080 in 2024, while unique clients decreased slightly to 1,560 from 1,570.
  • The revenue retention rate remained stable at 88% for both 2025 and 2024.
  • Cash flows from operating activities significantly improved, providing $60.2 million in 2025 compared to utilizing $38.8 million in 2024.
  • The company repurchased $7.6 million of common stock in 2025, with $36.7 million remaining under the program, which was extended to June 1, 2029.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive report, primarily due to the significant swing to net income and the resolution of major litigation, which removes a long-standing overhang. While revenue declined slightly, the strategic focus on AI and international growth provides a clear path forward, though execution risks remain.

Positives

  • Achieved a net income of $37.1 million in 2025, a significant turnaround from a $36.3 million net loss in 2024.
  • Resolved the long-standing Rimini II litigation with Oracle through a settlement agreement in July 2025, leading to a $36.2 million litigation settlement income and $1.7 million in interest income.
  • Generated $60.2 million in cash from operating activities in 2025, a substantial improvement from a $38.8 million cash outflow in 2024.
  • Launched Rimini Agentic UX solutions in December 2025, positioning the company as an industry leader in Agentic AI ERP.
  • Maintained a stable revenue retention rate of 88% in 2025, indicating strong client satisfaction and recurring revenue.
  • Increased active client count to over 3,100 globally in 2025, including 78 Fortune 500 and 20 Fortune Global 100 companies.
  • International revenue grew by 4% to $228.5 million in 2025, offsetting some of the domestic decline.
  • Extended the stock repurchase program to June 1, 2029, with $36.7 million remaining, demonstrating commitment to shareholder value.

Negatives

  • Total revenue decreased by 2% from $428.8 million in 2024 to $421.5 million in 2025.
  • Domestic revenue declined by 8% from $210.0 million in 2024 to $193.0 million in 2025.
  • Gross margin slightly decreased from 60.9% in 2024 to 60.4% in 2025, attributed to a change in revenue mix.
  • The wind-down of Oracle PeopleSoft support services is expected to result in significant future revenue reductions, although the pace and final impact are uncertain.
  • Experienced a slight decline in unique client count from 1,570 in 2024 to 1,560 in 2025, partly due to losing clients with single product lines.

Risks

  • Inability to attract new clients or retain and/or sell additional products or services to existing clients could adversely affect revenue growth.
  • Failure to grow revenue at a rate sufficient to offset expenses or manage costs to be profitable could impact profitability.
  • Significant competition across all components of the Solutions Portfolio, including from enterprise software vendors and other IT service providers.
  • Need to change pricing models to compete successfully, which could adversely affect results of operations.
  • Fluctuations in results of operations due to sales cycles and efforts of enterprise software vendors to promote upgrades or cloud migrations.
  • Inability to scale operations quickly enough to meet changing client needs or decrease costs adequately in response to changing client demand.
  • Potential lack of success in implementing Agentic AI ERP initiatives or challenges arising from incorporating AI technologies (operational, legal, regulatory, ethical, data privacy/security).
  • Failure to enhance and protect the brand could impair the ability to expand the client base.
  • Widespread shift by clients to enterprise software vendors, products, and releases for which Rimini Street does not provide services.
  • Continued challenges from historical litigation with Oracle, including potential negative communications from software vendors or third parties.
  • Any uncured, material breach of the 2025 Settlement Agreement with Oracle could result in future adverse litigation outcomes.
  • Uncertainty regarding the outcome and total costs associated with the Oracle PeopleSoft Wind Down, including potential client claims for breach of contract.
  • Possibility of Oracle pursuing additional litigation.
  • Loss or disability of key employees, or failure to attract and retain qualified technical, sales, and marketing personnel.
  • Interruptions to, or degraded performance of, services could lead to client dissatisfaction, reputational damage, and revenue reduction.
  • Product and service failures due to defects or other problems could result in client loss, warranty claims, or significant costs.
  • Interruptions or performance problems with third-party technologies and services, including AI technologies, could harm the business.
  • Cybersecurity threats, data security compromises, or perceived insecurity of services could harm reputation and incur significant liabilities.
  • Increasing complexity of client engagements, leading to longer sales cycles, increased pricing pressure, and implementation challenges.
  • Risks associated with global operations, including currency exchange rate fluctuations, taxes, trade, and data regulations.
  • Consolidation in target sales markets could lead to client agreement terminations or non-renewals.
  • Economic uncertainties and adverse changes in the general economy could increase operational costs and affect demand.
  • Failure to generate significant capital through operations or raise additional capital could harm the business.
  • Decreasing or inaccurately forecasted retention rates could harm future revenue and results of operations.
  • Downturns or upturns in subscription sales are not immediately reflected in full in results of operations.
  • Variability of sales cycle could lead to inaccurate revenue forecasts or mismatch of expenditures with revenue.
  • Future liquidity and results of operations may be adversely affected by the timing of new orders, client renewals, and cash receipts.
  • Allegations or determinations of intellectual property infringement could harm the business.
  • Failure to comply with legal and contractual obligations related to privacy and security could harm the business.
  • Inability to adequately protect proprietary rights could impair competitive position and incur costly litigation.
  • Failure to maintain an effective system of internal control over financial reporting could harm business and stock price.
  • Potential for additional obligations to collect and remit sales tax, VAT, and other taxes, or tax liability for past sales.
  • Realization of benefits from net operating loss carryforwards depends on future events and could be adversely affected by ownership changes.
  • Obligation to pay additional taxes in various jurisdictions as a multinational organization.
  • Negative impact on reputation and/or business from ESG matters or reporting, exposing the company to additional costs and risks.
  • Level of indebtedness and future indebtedness may limit operational and financing flexibility.
  • Restrictions and covenants imposed by the 2024 Credit Facility.
  • Variable rate indebtedness subjects the company to interest rate risk.
  • Volatility of Common Stock price, dilution from warrant exercises, and sales by large stockholders.
  • No assurance of dividend payments; return on investment depends on stock price appreciation.
  • Delaware General Corporation Law (DGCL) and organizational documents contain anti-takeover provisions.
  • Bylaws designate Delaware courts as exclusive forum for disputes, potentially limiting stockholders' judicial forum options.
  • Catastrophic events may disrupt the business.
  • Difficulties in identifying and integrating future acquisitions, strategic investments, partnerships, or alliances.
  • Changes in the commercial insurance market may lead to higher premium costs, deductibles, or lower coverage limits.
  • Failure to comply with laws and regulations applicable to operations could harm the business.
  • Reports published by analysts that differ from actual results could adversely affect stock price and trading volume.

Future Outlook

Rimini Street anticipates continued investment in expanding its global market reach, developing new and enhanced service offerings, and becoming an industry leader in Agentic AI ERP solutions. The company expects significant reductions in revenue related to Oracle PeopleSoft products over the Wind Down Period, which concludes by July 31, 2028. Future growth is expected from both new and existing clients adopting a broader portfolio of enterprise software products and services, including new innovation solutions leveraging AI, automation, analytics, and user experience capabilities.

Management Comments

  • Our mission is to enable our clients to better control their IT roadmap by offering a comprehensive portfolio of unified software support services and related ERP solutions – designed to be funded within existing budgets – to accelerate the vision of Transformation without Disruption, empowering clients to put technology to work to produce more efficient business outcomes to provide a competitive advantage and facilitate growth.
  • We believe that by following the Rimini Smart Path, IT and business leaders can transform how they support and optimize their enterprise software portfolio to maximize return on their software investments, save on software support costs and improve operational performance.
  • We believe that agentic AI is ushering in the rise of the next ERP technology paradigm shift – Agentic AI ERP – in which enterprises can use Agentic AI ERP to automatically execute and orchestrate business processes across software products and data stores.
  • We believe that we are the only established ERP service provider that is specifically focusing on agentic AI solutions across on-premises and existing ERP software, including across multiple ERP software vendors.

Industry Context

StockSavvy.ai notes that Rimini Street is strategically positioning itself within the evolving IT services market by focusing on third-party support, managed services, and emerging Agentic AI ERP solutions. The company's 'Rimini Smart Path' directly addresses client desires for greater control over IT roadmaps and cost optimization, a trend driven by increasing vendor-pressured upgrades and complex licensing models from traditional ERP providers like Oracle and SAP. The emphasis on vendor-agnostic AI solutions for existing ERP systems aims to capitalize on a perceived gap in the market, differentiating Rimini Street from both traditional ERP vendors and general AI platform providers. The slight decline in overall revenue, despite international growth, suggests ongoing market pressures and the impact of the PeopleSoft wind-down, even as the company innovates in new areas.

Comparison to Industry Standards

  • Rimini Street's guaranteed 10-minute response time for Priority 1 critical issues and deliberate case update cadence are presented as unique advantages compared to typical enterprise software vendor support offerings.
  • The company claims to offer support services at approximately 50% of the annual fees charged by software vendors for their base support, and 25% for supplemental support, positioning itself as a value-driven alternative.
  • Rimini Street's global team of over 1,160 support engineers, with an average of 20 years of industry experience, is highlighted as a competitive advantage against other providers.
  • The company's internally-used AI applications, such as Case Assignment Advisor, are stated to accelerate case resolution times by an average of approximately 23%, suggesting a technological edge in service delivery.
  • Rimini Street's focus on Agentic AI ERP solutions across on-premises and existing ERP software is presented as a unique approach compared to vendors building AI solutions on SaaS systems or stand-alone AI agents, or global systems integrators like Accenture, IBM, Wipro, Capgemini, and DXC, or general AI providers such as OpenAI, Anthropic, Google, and Amazon.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Executive Vice President and Chief Marketing OfficerDavid Rowe (previously Chief Product Officer, Chief Marketing Officer and Executive Vice President, Global Transformation)David RoweMay 2025Re-designation of role within the executive team.

Legal Proceedings

  • The Rimini II litigation with Oracle was settled in July 2025, resulting in a confidential Settlement Agreement. The litigation has been stayed by the District Court.
  • As part of the settlement, Rimini Street received approximately $37.9 million from Oracle for previously paid attorneys' fees and costs.
  • The company is required to complete the wind-down of support and services for Oracle PeopleSoft software no later than July 31, 2028.
  • The Rimini I and Rimini II injunctions remain in effect, and the District Court retains jurisdiction to enforce them.
  • During the Wind Down Period, a Litigation Standstill prevents new lawsuits or contempt proceedings related to past conduct at issue in Rimini I or Rimini II.
  • The company is self-insured for intellectual property litigation costs, but obtained a duty to defend from its primary errors and omissions insurance carrier for Oracle's Rimini I Injunction contempt proceeding.

Related Party Transactions

  • An affiliate of Adams Street Partners (ASP), a member of the company's Board of Directors, owned approximately 25.7% of the company's outstanding Common Stock as of December 31, 2025.

Stakeholder Impact

  • **Shareholders:** The swing to net income and the resolution of major litigation are positive for shareholder confidence. The extended stock repurchase program indicates a commitment to returning value. However, the slight revenue decline and the PeopleSoft wind-down introduce future revenue uncertainty.
  • **Employees:** Reorganization costs and workforce reductions occurred in 2025 and 2024, which could impact employee morale. The company emphasizes its 'Great Place To Work' awards and commitment to an inclusive environment, as well as its remote delivery model and comprehensive total rewards philosophy.
  • **Customers:** The wind-down of Oracle PeopleSoft support may cause disruption for affected clients, though the company may offer assistance with transitions. The launch of Agentic AI ERP solutions and expansion of other services aim to provide enhanced value and innovation, potentially improving customer satisfaction and retention for other product lines.
  • **Suppliers/Partners:** Strategic partnerships, particularly with ServiceNow for Agentic AI UX, are crucial for new product development and market expansion. The company's reliance on third-party technologies for critical functions means their performance and security directly impact Rimini Street's service delivery.
  • **Creditors:** The company is in compliance with financial covenants under its 2024 Credit Facility, and its improved operating cash flow strengthens its ability to service debt obligations.

Next Steps

  • Continue to expand the portfolio of supported vendors and products, including additional enterprise software vendors, product lines, and releases.
  • Further develop strategic partnerships with technology and business service brands.
  • Become an industry leader in delivering Agentic AI ERP solutions, leveraging existing ERP knowledge and experience from pilot programs.
  • Add new clients globally through significant investments in sales and marketing.
  • Continue global expansion by increasing the direct sales force and using strategic marketing and sales partnerships.
  • Further penetrate the existing client base by selling additional Rimini Support contracts and new solutions (managed services, security, interoperability, observability, professional services).
  • Expand Rimini Manage global offerings for SAP, Oracle, Salesforce, ServiceNow, and AWS.
  • Launch new enterprise software support solutions, including innovation solutions leveraging AI, automation, analytics, and user experience capabilities in platforms like ServiceNow.
  • Capitalize on the shift to hybrid IT environments by supporting multi-application, multi-vendor solutions.
  • Complete the wind-down of Oracle PeopleSoft support services no later than July 31, 2028, as per the settlement agreement.

Key Dates

DateDescription
2005Rimini Street, Inc. was formed in the State of Nevada.
2010Oracle commenced Rimini I litigation against the company.
October 2013The 2013 Equity Incentive Plan was established.
October 2014The company commenced Rimini II litigation against Oracle.
2015Rimini Street Foundation launched.
2017Merger with a public company, becoming Rimini Street, Inc., a Delaware corporation, trading on Nasdaq Global Market under RMNI.
January 2018Ninth Circuit Court of Appeals held that the company offered third-party support in lawful competition with Oracle.
2018Permanent injunction entered by District Court in Rimini I.
June 7, 2018Stockholders approved the 2018 Employee Stock Purchase Plan (ESPP).
October 2020Michael L. Perica became Executive Vice President and Chief Financial Officer.
2021Successful phishing incident occurred, resulting in some unauthorized sharing of client addresses and billing information.
July 20, 2021All shares of Series A Preferred Stock were redeemed.
2022Board of Directors authorized an increase to the stock repurchase program to $50.0 million over four years.
February 2023Original Credit Facility amended to change reference rate from LIBOR to SOFR.
April 2023Nancy Lyskawa became Executive Vice President & Chief Client Officer.
April 3, 2023Granted 0.6 million PSUs under the 2023 Long-Term Incentive Plan.
December 2023FASB issued ASU 2023-09, Income Taxes Improvements to Income Tax Disclosures, adopted by the company for 2025.
April 2024Steve Hershkowitz became Executive Vice President and Chief Revenue Officer.
April 30, 2024Refinanced Original Credit Facility with the 2024 Credit Facility.
May 2024Kevin Maddock became Executive Vice President, Chief Recurring Revenue Officer and General Manager, North America.
May 6, 2024Granted 0.8 million PSUs under the 2024 Long-Term Incentive Plan.
July 2024Company announced its unilateral decision to wind down support for Oracle PeopleSoft software.
August 2024David Rowe served as Chief Product Officer, Chief Marketing Officer and Executive Vice President, Global Transformation until May 2025.
September 2024District Court awarded Oracle approximately $58.5 million in attorneys' fees and costs in Rimini II.
October 2024Company paid $58.5 million to Oracle for attorneys' fees and costs.
November 2024FASB issued ASU 2024-03, 'Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures', effective for annual periods beginning after December 15, 2026.
February 2025Company announced the fourth annual launch of the Rimini Street Foundation's RMNI LOVE Grant Program, awarding $100,000 to ten global charities.
March 2025Company announced Rimini Street became a Workday Application Management Services (AMS) Partner and launched Rimini Manage for Workday services.
March 4, 2025Granted 0.6 million PSUs under the 2025 LTI Plan.
May 2025Company announced appointment as a Dayforce Community Partner and launched Rimini Manage and Rimini Consult for Dayforce. David Rowe became Executive Vice President and Chief Marketing Officer.
July 7, 2025Company and Mr. Ravin entered into a confidential Settlement Agreement with Oracle for Rimini II litigation.
July 9, 2025Company received approximately $37.9 million from Oracle as part of the settlement.
July 18, 2025Rimini II litigation was stayed by the District Court.
July 2025FASB issued ASU 2025-05, Financial InstrumentsCredit Losses, effective for annual periods beginning after December 15, 2025.
July 2025The One Big Beautiful Bill Act (OBBBA) was enacted, extending several key provisions of the 2017 Tax Cuts and Jobs Act.
August 2025Company became an approved supplier on the United States General Services Administration's (GSA) Multiple Award Schedule (MAS).
September 29, 2025Board of Directors authorized an extension to the common stock repurchase program termination date from June 1, 2026 to June 1, 2029.
September 2025FASB issued ASU 2025-06, IntangiblesGoodwill and OtherInternal-Use Software, effective for annual periods beginning after December 15, 2027.
December 2025Launched Rimini Agentic UX in partnership with ServiceNow.
December 31, 2025End of fiscal year for this report.
November 2025FASB issued ASU 2025-09, Derivatives and Hedging, effective for annual periods beginning after December 15, 2027.
February 4, 2026Company made a voluntary prepayment of $5.0 million on the term loan principal balance.
February 12, 2026Board of Directors approved an increase of 3.7 million authorized shares under the 2013 Plan.
February 19, 2026Date of this Annual Report on Form 10-K filing.
July 31, 2027Expiration date of the 2013 Equity Incentive Plan.
July 31, 2028Deadline for completing the wind-down of Oracle PeopleSoft support services.
June 1, 2029New termination date for the common stock repurchase program.

Recommendation

hold

Rimini Street's significant swing to net income and the resolution of the long-standing Oracle litigation are strong positives, removing a major uncertainty and improving the company's financial standing. The strategic pivot into Agentic AI ERP and continued global expansion efforts present compelling growth opportunities. However, the slight revenue decline, the ongoing wind-down of Oracle PeopleSoft services (which will continue to impact revenue), and the inherent risks associated with competitive markets and rapidly evolving AI technology warrant a cautious approach. A 'hold' recommendation allows investors to observe the successful execution of the AI strategy and the mitigation of revenue impacts from the PeopleSoft wind-down, while acknowledging the improved financial health and strategic direction.

Keywords

Enterprise Software Support, Third-Party Support, Managed Services, Agentic AI ERP, Oracle, SAP, ServiceNow, Workday, Dayforce, SEC Filing, 10-K, Financial Results, Litigation Settlement, Software-as-a-Service, Cloud Migration, Cybersecurity, Corporate Governance, Stock Repurchase, RMNI

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