Rimini Street, Inc. 8-K

What Happened Rimini Street filed an 8‑K reporting that its Compensation Committee, with input from Willis Towers Watson, approved the company’s 2026 Long‑Term Incentive Plan (the “2026 LTI Plan”) effective March 2, 2026. Targeted equity awards (performance stock units, restricted stock units and stock options) were granted to CEO Seth A. Ravin and four other named executive officers, with award mixes and values set by role and tied to 2026 performance metrics and multi‑year service vesting.

Key Details

• Date of grant: March 2, 2026; performance period for PSUs: Jan 1–Dec 31, 2026.
• Award targeted values: Seth Ravin $2,640,000; Michael Perica $1,000,000; Steven Hershkowitz $300,000; Kevin Maddock $300,000; David Rowe $300,000.
• Award mix (target value basis): Ravin 50% PSUs / 30% RSUs / 20% options; Perica, Hershkowitz, Maddock, Rowe 40% PSUs / 40% RSUs / 20% options.
• Share counts (as granted): Ravin — 354,838 PSUs, 212,903 RSUs, 221,028 options; Perica — 107,526 PSUs, 107,526 RSUs, 83,723 options; Hershkowitz, Maddock, Rowe — each 32,258 PSUs, 32,258 RSUs, 25,116 options. PSUs/RSUs counts were based on the $3.72 closing price on the grant date; option counts were determined by Black‑Scholes valuation.
• Option exercise price: $3.72 per share (closing price on grant date). All executive options were incentive stock options (ISOs) except Ravin, who received non‑qualified options because he beneficially owned >10% of outstanding shares.
• PSU payout & vesting: PSUs are earned based 50% on Adjusted EBITDA performance and 50% on Total Revenue performance, producing an Earned PSU result from 0% to 200% of Target PSUs; Earned PSUs and RSUs/options vest in equal installments on the 1st, 2nd and 3rd anniversaries of the grant, subject to continued service. Acceleration provisions apply under certain employment‑agreement and change‑of‑control scenarios (different rules for Ravin vs. other NEOs).

Why It Matters These awards show how Rimini Street is compensating and incentivizing senior management for 2026 performance and multi‑year retention. The PSUs tie a material portion of pay to company Adjusted EBITDA and revenue for 2026, while RSUs and options provide time‑based retention. For investors, the grants (noted exercise price and share counts) are relevant for future share‑based compensation expense and potential dilution if awards vest and are settled or exercised; also note the CEO’s relatively large targeted award and the acceleration provisions that can affect payouts in certain termination or change‑of‑control events.