Hershkowitz Steven 4
4 · Rimini Street, Inc. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
Rimini Street (RMNI) EVP Steven Hershkowitz Receives Awards, Sells Shares
What Happened Steven Hershkowitz, EVP & Chief Revenue Officer of Rimini Street (RMNI), had vested equity convert into common stock on March 4, 2026. He received 11,493 shares from restricted stock units and 5,632 shares from earned performance units (17,125 total) at $0 upon vesting. To satisfy tax withholding, an automatic "sell-to-cover" sold 3,485 and 1,708 shares at $3.64 per share, yielding $12,695 and $6,222 respectively (total proceeds $18,917). The sell-to-cover transactions were automatic and were not initiated by the reporting person.
Key Details
- Transaction date: March 4, 2026; Form 4 filed March 6, 2026 (timely).
- Vested/converted (derivative exercise/conversion): 11,493 RSU shares and 5,632 performance-unit shares (acquired at $0).
- Shares sold (sell-to-cover): 3,485 + 1,708 = 5,193 shares at $3.64, total proceeds $18,917.
- Footnotes: sales were automatic sell-to-cover for tax withholding (F1, F3). One-third of the 16,896 earned performance units vested (F2, F7); one-third of 34,482 RSUs vested (F5, F4). Each RSU/Performance Unit converts to one common share on vesting (F4, F6).
- Shares owned after transaction: not specified in the filing.
- Filing timeliness: filed within two business days of the transaction date (no late filing indicated).
Context These transactions reflect routine vesting of equity awards and automatic sell-to-cover tax withholding rather than discretionary open-market selling. The filings show conversion of restricted stock units and performance units into shares (derivative exercise/conversion), with a portion automatically sold to cover tax obligations; the remaining vested shares were retained by the insider.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-03-04+11,493→ 111,438 total - Sale
Common Stock
[F1]2026-03-04$3.64/sh−3,485$12,695→ 107,953 total - Exercise/Conversion
Common Stock
[F2]2026-03-04+5,632→ 113,585 total - Sale
Common Stock
[F3]2026-03-04$3.64/sh−1,708$6,222→ 111,877 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 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.