Perica Michael L. 4/A
4/A · Rimini Street, Inc. · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Rimini Street (RMNI) CFO Michael Perica Sells Shares, Exercises Awards
What Happened
- Michael L. Perica, CFO of Rimini Street, had vested awards converted into 68,196 shares (16,964 RSU shares + 51,232 performance-unit shares) and sold 28,330 shares in automatic sell-to-cover transactions to satisfy tax withholding. The sales were executed at $3.35 per share for total proceeds of about $94,903. The filing is an amendment to add those automated sell-to-cover sales.
Key Details
- Transaction dates: underlying vesting/conversion dated April 3, 2026; sell-to-cover sales were processed over April 7–9, 2026 (amended Form 4 filed April 9, 2026).
- Exercise/conversion (M): 16,964 shares and 51,232 shares acquired at $0.00 (vesting of RSUs and earned performance units).
- Sales (S): 21,280 shares and 7,050 shares sold at $3.35 each, proceeds ≈ $71,286 and $23,617 (total ≈ $94,903).
- Net effect: 68,196 shares were delivered on vesting and 28,330 were sold to cover taxes, leaving a net increase of 39,866 shares held by the insider (based on these transactions).
- Footnotes: One-third tranches of previously granted RSUs and “earned performance units” vested (per plan terms). The sales were automatic sell-to-cover transactions processed by the company’s stock plan administrator; the CFO did not initiate or control the timing.
- Filing status: This is an amended Form 4 filed April 9, 2026 to add the automatic sell-to-cover transactions that were not reported to the insider until April 9.
Context
- These transactions reflect routine vesting and tax withholding (sell-to-cover), not an open-market discretionary sale by the insider. For retail investors, automatic sell-to-cover activity is common after RSU/performance-unit vesting and does not necessarily signal a change in insider sentiment.
Insider Transaction Report
Form 4/AAmended
Perica Michael L.
EVP & Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
2026-04-03+16,964→ 144,849 total - Exercise/Conversion
Common Stock
[F1]2026-04-03+51,232→ 196,081 total - Sale
Common Stock
[F2][F3]2026-04-03$3.35/sh−21,280$71,286→ 174,801 total - Sale
Common Stock
[F2][F4]2026-04-03$3.35/sh−7,050$23,617→ 167,751 total - Exercise/Conversion
Restricted Stock Units
[F5][F6]2026-04-03−16,964→ 0 total→ Common Stock (16,964 underlying) - Exercise/Conversion
Performance Units
[F7][F8]2026-04-03−51,232→ 0 total→ Common Stock (51,232 underlying)
Footnotes (8)
- [F1]Represents one-third of the total 153,689 "Earned Performance Units" (as previously reported by the Reporting Person on a Form 4 dated February 28, 2024) under the terms of the Issuer's 2023 Long-Term Incentive Plan based upon the Issuer's achievement against a target "Adjusted EBITDA" goal for fiscal year 2023 and the Issuer's achievement against a target "Total Revenue" performance goal for fiscal year 2023, effective as of February 28, 2024 (the date the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2023).
- [F2]The Reporting Person is amending his Form 4 filed April 7, 2026, to add automatic "sell-to-cover" transactions related to the payment of withholding tax obligations pursuant to the Issuer's policy for tax withholdings associated with Restricted Stock Unit and Performance Unit vesting events. The sales occurred over a three-day period (April 7, 8 and 9) and were processed by the Company's stock plan administrator. The Reporting Person did not initiate the sales and had no control over the timing of the sales. The sales were not reported by the Company's stock plan administrator to the Reporting Person until April 9, 2026.
- [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]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.
- [F5]Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
- [F6]On April 3, 2023, the Reporting Person was granted 50,890 Restricted Stock Units, one-third of which vested on April 3, 2024, one-third of which vested on April 3, 2025, and one-third of which vested on April 3, 2026, 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.
- [F7]Each Performance Unit represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
- [F8]One-third of the "Earned Performance Units" vested on April 3, 2024, one-third of the "Earned Performance Units" vested on April 3, 2025, and one-third of the "Earned Performance Units" vested on April 3, 2026, 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.
Signature
/s/ Celeste Rasmussen Peiffer, as Attorney-in-Fact|2026-04-09