Maddock Kevin 4
4 · Rimini Street, Inc. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
Rimini Street (RMNI) EVP Kevin Maddock Sells Shares to Cover Taxes
What Happened
- Kevin Maddock, EVP & Chief Recurring Revenue Officer of Rimini Street (RMNI), reported vesting/conversion of 17,125 award-derived shares (11,493 restricted stock units + 5,632 performance units) on March 4, 2026. Those shares were recorded as acquired at $0.00 (award conversion). On the same day he disposed of 7,209 shares in open-market sales at $3.64 per share for proceeds of $26,261. The filing also shows 17,125 shares treated as derivative disposals tied to the vesting event (see footnotes) — these transactions were automatic sell-to-cover actions to satisfy tax withholding.
Key Details
- Transaction date: March 4, 2026; Form 4 filed March 6, 2026 (timely).
- Acquired via award conversion: 11,493 RSUs and 5,632 Performance Units (total 17,125) at $0.00 (vesting/conversion).
- Open-market sales: 4,838 shares and 2,371 shares at $3.64 each (total 7,209 shares) for combined proceeds of $26,261.
- Derivative disposals: 11,493 and 5,632 shares shown as disposed in connection with the conversion (footnotes F1/F3 indicate these were automatic sell-to-cover transactions).
- Shares owned after the transaction: not specified in the filing.
- Footnotes of note:
- F1 & F3: The reported sales were automatically-triggered sell-to-cover transactions to pay withholding taxes; the reporting person did not initiate the sale.
- F2/F6/F7/F5: The 5,632 performance units represent one-third of 16,896 "Earned Performance Units" and the 11,493 RSUs represent one-third of a 34,482 grant; remaining portions vest in 2027–2028, subject to service requirements.
Context
- These were not cash purchases (no bullish cash investment); they were award vesting/conversions with automatic tax withholding and partial open-market sales. For retail investors, automatic sell-to-cover transactions are routine tax-related events and do not necessarily signal management sentiment about the stock.
Insider Transaction Report
Form 4
Maddock Kevin
EVP,ChiefRecurringRev.Officer
Transactions
- Exercise/Conversion
Common Stock
2026-03-04+11,493→ 189,055 total - Sale
Common Stock
[F1]2026-03-04$3.64/sh−4,838$17,624→ 184,217 total - Exercise/Conversion
Common Stock
[F2]2026-03-04+5,632→ 189,849 total - Sale
Common Stock
[F3]2026-03-04$3.64/sh−2,371$8,637→ 187,478 total - Exercise/Conversion
Restricted Stock Units
[F4][F5]2026-03-04−11,493→ 22,989 total→ Common Stock (11,493 underlying) - Exercise/Conversion
Performance Units
[F6][F7]2026-03-04−5,632→ 11,264 total→ Common Stock (5,632 underlying)
Footnotes (7)
- [F1]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.
- [F2]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).
- [F3]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.
- [F4]Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
- [F5]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 applicable vesting date.
- [F6]Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
- [F7]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.
Signature
/s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact|2026-03-06