Rimini Street, Inc.·4

May 8, 7:05 PM ET

Perica Michael L. 4

4 · Rimini Street, Inc. · Filed May 8, 2026

Research Summary

AI-generated summary of this filing

Updated

Rimini Street (RMNI) CFO Michael Perica Sells Shares After Award Vesting

What Happened

  • Michael L. Perica, CFO of Rimini Street (RMNI), had vested restricted stock units and performance units converted into shares (reported as exercise/conversion of derivatives) on May 6, 2026. He received 53,980 shares from RSU vesting and 15,115 shares from performance‑unit vesting (total 69,095 shares) at an effective cost of $0.00 per share.
  • To satisfy tax withholding obligations, two automatic sell‑to‑cover transactions occurred the same day: 21,666 shares sold at $3.94 for $85,269 and 6,071 shares sold at $3.94 for $23,893, totaling $109,162 in proceeds. The reporting person did not initiate these sales.

Key Details

  • Transaction date: May 6, 2026; Form 4 filed May 8, 2026.
  • Conversion/acquisition: 53,980 RSU shares and 15,115 Performance Unit shares at $0.00 (derivative exercise/conversion).
  • Sales (sell‑to‑cover): 21,666 shares @ $3.94 ($85,269) and 6,071 shares @ $3.94 ($23,893); total proceeds $109,162.
  • Shares owned after transaction: not specified in the provided filing.
  • Footnotes: sales were automatically triggered to cover tax withholding (Reporting Person did not initiate); vesting tied to RSU and Performance Unit schedules (grants and earned performance described in footnotes F1–F7).
  • Filing timeliness: Form filed two days after the transactions (May 8 for May 6 activity); no late filing indicated in the provided data.

Context

  • These transactions are compensation‑related (vesting/conversion of RSUs and performance units) with automatic "sell‑to‑cover" tax withholding—common routine transactions that convert awards into shares and sell a portion to pay taxes. They are not discretionary open‑market sales initiated by the insider and therefore do not necessarily signal a deliberate investment view.

Insider Transaction Report

Form 4
Period: 2026-05-06
Perica Michael L.
EVP & Chief Financial Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-05-06+53,980170,485 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-05-06+15,115185,600 total
  • Sale

    Common Stock

    [F2]
    2026-05-06$3.94/sh21,666$85,269163,934 total
  • Sale

    Common Stock

    [F3]
    2026-05-06$3.94/sh6,071$23,893157,863 total
  • Exercise/Conversion

    Restricted Stock Units

    [F4][F5]
    2026-05-0653,98053,983 total
    Common Stock (53,980 underlying)
  • Exercise/Conversion

    Performance Units

    [F6][F7]
    2026-05-0615,11515,114 total
    Common Stock (15,115 underlying)
Footnotes (7)
  • [F1]Represents one-third of the total 45,344 "Earned Performance Units" (as previously reported by the Reporting Person on a Form 4 dated March 3, 2025) under the terms of the Issuer's 2013 Long-Term Incentive Plan based upon the Issuer's achievement against a target "Adjusted EBITDA" goal for fiscal year 2024 and the Issuer's achievement against a target "Total Revenue" performance goal for fiscal year 2024, effective as of February 27, 2025 (the date the Issuer filed its Annual Report on Form 10-K for the year ended December 31, 2024).
  • [F2]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.
  • [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 May 6, 2024, the Reporting Person was granted 161,943 Restricted Stock Units, one-third of which vested on May 6, 2025 and one-third of which vested on May 6, 2026. The remaining one-third will vest on May 6, 2027, 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.
  • [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 May 6, 2025, and one-third of the "Earned Performance Units" vested on May 6, 2026. The remaining one-third will vest on May 6, 2027, 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|2026-05-08

Documents

1 file
  • 4
    wk-form4_1778281546.xmlPrimary

    FORM 4