Rimini Street (RMNI) EVP logs award vesting and tax sell-to-cover sales

Rhea-AI Filing Summary

Rimini Street, Inc. EVP & Chief Client Officer Nancy Lyskawa reported a mix of equity award vesting and related stock sales. On March 4, 2026, she acquired 11,493 shares of common stock from vested Restricted Stock Units and 5,632 shares from vested Performance Units at $0.00 per share through derivative exercises.

Following these transactions, she directly held 200,122 shares of common stock, 22,989 Restricted Stock Units and 11,264 Performance Units. To cover tax withholding obligations tied to these vesting events, 3,371 and 1,966 shares of common stock were automatically sold at $3.6428 per share under the company’s sell-to-cover policy, and the footnotes state she did not initiate these sales.

Insider Trade Summary

Net Seller: 5,337 shares ($19,442)

Net Sell 6 txns

Insider Lyskawa Nancy

Role EVP & Chief Client Officer

Sold 5,337 shs ($19K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	11,493	$0.00	--
Exercise	Performance Units	5,632	$0.00	--
Exercise	Common Stock	11,493	$0.00	--
Sale	Common Stock	3,371	$3.6428	$12K
Exercise	Common Stock	5,632	$0.00	--
Sale	Common Stock	1,966	$3.6428	$7K

Holdings After Transaction: Restricted Stock Units — 22,989 shares (Direct); Performance Units — 11,264 shares (Direct); Common Stock — 199,827 shares (Direct)

Footnotes (1)

1. Reported transaction is an automatically-triggered "sell-to-cover" transaction 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 Reporting Person did not initiate the sale. Represents one third of the total 16,896 "Earned Performance Units" (as previously reported by the Reporting Person on a Form 4 dated February 20, 2026) under the terms of the Issuer's 2025 Long-Term Incentive Plan based upon the Issuer's achievement against a target "Adjusted EBITDA" performance goal for fiscal year 2025 and the Issuer's achievement against a target "Total Revenue" performance goal for fiscal year 2025, effective as of February 19, 2026 (the date the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2025). Reported transaction is an automatically-triggered "sell-to-cover" transaction related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings associated with Performance Unit vesting events. The Reporting Person did not initiate the sale. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. On March 4, 2025, the Reporting Person was granted 34,482 Restricted Stock Units, one-third of which vested on March 4, 2026. The remaining two-thirds will vest ratably on March 4, 2027, and March 4, 2028, generally subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2013 Equity Incentive Plan) through the vesting date. Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. One-third of the "Earned Performance Units" vested on March 4, 2026. The remaining two-thirds vest ratably on March 4, 2027 and March 4, 2028, generally subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2013 Equity Incentive Plan) through the applicable vesting date.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lyskawa Nancy

(Last) (First) (Middle)

C/O 1700 S. PAVILION CENTER DRIVE

SUITE 330

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rimini Street, Inc. [ RMNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Client Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/04/2026		M		11,493	A	$0	199,827	D
Common Stock	03/04/2026		S(1)		3,371(1)	D(1)	$3.6428	196,456	D
Common Stock	03/04/2026		M		5,632(2)	A	$0	202,088	D
Common Stock	03/04/2026		S(3)		1,966(3)	D(3)	$3.6428	200,122	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	03/04/2026		M			11,493	(5)	(5)	Common Stock	11,493	$0	22,989	D
Performance Units	(6)	03/04/2026		M			5,632	(7)	(7)	Common Stock	5,632	$0	11,264	D

Explanation of Responses:

1. Reported transaction is an automatically-triggered "sell-to-cover" transaction 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 Reporting Person did not initiate the sale.

2. Represents one third of the total 16,896 "Earned Performance Units" (as previously reported by the Reporting Person on a Form 4 dated February 20, 2026) under the terms of the Issuer's 2025 Long-Term Incentive Plan based upon the Issuer's achievement against a target "Adjusted EBITDA" performance goal for fiscal year 2025 and the Issuer's achievement against a target "Total Revenue" performance goal for fiscal year 2025, effective as of February 19, 2026 (the date the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2025).

3. Reported transaction is an automatically-triggered "sell-to-cover" transaction related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings associated with Performance Unit vesting events. The Reporting Person did not initiate the sale.

4. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

5. On March 4, 2025, the Reporting Person was granted 34,482 Restricted Stock Units, one-third of which vested on March 4, 2026. The remaining two-thirds will vest ratably on March 4, 2027, and March 4, 2028, generally subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2013 Equity Incentive Plan) through the vesting date.

6. Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.

7. One-third of the "Earned Performance Units" vested on March 4, 2026. The remaining two-thirds vest ratably on March 4, 2027 and March 4, 2028, generally subject to the Reporting Person continuing to be a Service Provider (as such term is defined in the Issuer's 2013 Equity Incentive Plan) through the applicable vesting date.

Remarks:

	/s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did RMNI executive Nancy Lyskawa report?

Nancy Lyskawa reported equity award vesting and related stock sales. She exercised Restricted Stock Units and Performance Units into common shares, then had a portion of those shares automatically sold to cover tax withholding obligations under Rimini Street’s established sell-to-cover policy.

How many Rimini Street (RMNI) shares did Nancy Lyskawa sell?

Nancy Lyskawa had 5,337 Rimini Street common shares sold automatically. These included 3,371 shares and 1,966 shares sold at $3.6428 per share to satisfy tax withholding obligations related to the vesting of Restricted Stock Units and Performance Units.

How many Rimini Street shares does Nancy Lyskawa hold after these transactions?

After the reported transactions, Nancy Lyskawa directly held 200,122 Rimini Street common shares. She also held 22,989 Restricted Stock Units and 11,264 Performance Units, each representing a contingent right to receive one share of common stock upon future vesting conditions.

Were Nancy Lyskawa’s RMNI stock sales discretionary or automatic?

The stock sales were automatic sell-to-cover transactions. Footnotes explain they were triggered to pay withholding tax obligations under Rimini Street’s policies for Restricted Stock Unit and Performance Unit vesting events, and that Nancy Lyskawa did not personally initiate the sales.

What equity awards vested for RMNI executive Nancy Lyskawa on March 4, 2026?

On March 4, 2026, one-third of a 34,482 Restricted Stock Unit grant vested, and one-third of previously earned Performance Units vested. Each unit represents a contingent right to receive one common share, subject to continued service and prior achievement of performance goals.

What performance goals affected Nancy Lyskawa’s Rimini Street Performance Units?

Her Performance Units were earned based on Rimini Street’s achievement against target Adjusted EBITDA and Total Revenue goals for fiscal year 2025 under the 2025 Long-Term Incentive Plan, with earned units vesting in thirds across March 2026, March 2027, and March 2028.