Rimini Street, Inc.

NOTE 1 —NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

Rimini Street, Inc. (the “Company”) is a global provider of end-to-end third-party enterprise software support, managed services and Agentic AI ERP innovation solutions. Its products and services offer enterprise software licensees a choice of solutions that replace or supplement the support products offered by enterprise software vendors.

Basis of Presentation and Consolidation

The Unaudited Condensed Consolidated Financial Statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Unaudited Condensed Consolidated Financial Statements have been included. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Audited Consolidated Financial Statements for the year ended December 31, 2025, included in the Company’s 2025 Annual Report on Form 10-K as filed with the SEC on February 19, 2026 (the “2025 Form 10-K”).

The accompanying Unaudited Condensed Consolidated Balance Sheet and related disclosures as of December 31, 2025 have been derived from the Company’s audited financial statements. The Company’s financial condition as of June 30, 2026, and operating results for the three and six months ended June 30, 2026, are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2026.

NOTE 2 —LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES

Liquidity

As of June 30, 2026, the Company’s current liabilities exceeded its current assets by $50.0 million, and the Company recorded net income of $2.4 million for the three months ended June 30, 2026. As of June 30, 2026, the Company had available cash and cash equivalents of $123.4 million. As of June 30, 2026, the Company’s current liabilities included $243.1 million of deferred revenue whereby the costs of fulfilling the Company’s commitments to provide services to its clients was approximately 39% of the related deferred revenue for the three months ended June 30, 2026.

On April 30, 2024, the Company refinanced its $90 million five-year term loan into a newfive-year term loan of $75 million (as amended by Amendment No. 1 thereto dated March 27, 2026, the “Credit Facility”). On June 25, 2026, March 30, 2026, and February 4, 2026, the Company made voluntary prepayments of $10.0 million, $5.0 million and $5.0 million, respectively, on the outstanding term loan principal balance under the Credit Facility. The Company also made its scheduled principal payment of $0.9 million on March 31, 2026. As a result, the Company’s next scheduled principal payment is not due until April 30, 2029. See Note 5 for further information regarding the Company’s Credit Facility, including the first amendment thereto dated March 27, 2026.

Additionally, the Company is obligated to make operating lease payments that are due within the next 12 months in the aggregate amount of $3.4 million. During the three months ended June 30, 2026, the global economy continued to experience changing interest rates, geopolitical conflicts, global supply chain issues, a rise in energy prices and the continuing effects of fiscal and monetary policies adopted by governments. Assuming the Company’s ability to operate continues not to be significantly adversely impacted by the related changes in the macroeconomic environment, geopolitical pressures, or the litigation matters described in Note 8, the Company believes that current cash, cash equivalents, restricted cash, and future cash flow from operating activities will be sufficient to meet the Company’s anticipated cash needs, including Credit Facility repayments, working capital needs, capital expenditures and other contractual obligations for at least 12 months from the issuance date of these financial statements.

Research and Development

In 2026, the Company made a strategic decision to utilize key personnel and resources to focus on research and development in regard to existing products as well as to develop new products for its technology solutions.

Research and development expenses include payroll and other related employee benefit costs associated with product solutions, as well as any third-party development costs utilized to conduct research and development. Such costs related to software solutions development are included in research and development expense until the point that technological feasibility is met, which allows for our software solutions to be released into service for our clients. As technological feasibility is reached, these costs will be capitalized and amortized as part of cost of revenue. As of June 30, 2026, no costs have been capitalized.

Use of Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s accounting estimates include, but are not necessarily limited to, the allowance for doubtful accounts receivable, valuation of the swap agreement, valuation assumptions for stock options and leases, deferred income taxes and the related valuation allowances, accretion of discounts on debt and the evaluation and measurement of contingencies. To the extent there are material differences between the Company’s estimates and actual results, the Company’s future consolidated results of operations may be affected.

Risks and Uncertainties

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash at high-quality financial institutions, primarily in the United States. Deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. As of June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents with a single financial institution for an aggregate of $79.2 million and $45.3 million, respectively. In addition, as of June 30, 2026 and December 31, 2025, the Company had cash and cash equivalents with three other single financial institutions of $27.8 million and $54.6 million, respectively. As of June 30, 2026 and December 31, 2025, the Company had restricted cash of $1.1 million and $1.1 million, respectively. The Company has never experienced any losses related to these balances.

Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s client base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain clients and generally does not require collateral on accounts receivable. The Company maintains reserves for potential bad debts, and historically such losses are generally not significant.

Recently Adopted Accounting Pronouncements

The following accounting standards have been adopted during fiscal year 2026:

In July 2025, the FASB issued ASU 2025-05,“Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” ASU 2025-05 provides entities with a practical expedient to simplify the estimation of expected credit losses on current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, “Revenue from Contracts with Customers” by allowing the assumption that current conditions as of the balance sheet date will not change during the remaining life of the asset. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company has adopted the practical expedient effective for fiscal year 2026 and the impact of this adoption did not have a significant impact on the Consolidated Financial Statements and related disclosures.

Recent Accounting Pronouncements Not Yet Effective

In November 2024, the FASB issued ASU 2024-03,"Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," and in January 2025, the

FASB issued ASU 2025-01,"Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date." ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 on a prospective basis. Both early adoption and retrospective application are permitted. The Company is continuing to assess the impact of the adoption of these standards on the financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” ASU 2025-06 modernizes the accounting for internal-use software by removing the stage-based model and introducing a principles-based framework for capitalization. ASU 2025-06 is effective for annual periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is continuing to assess the impact of the adoption of this standard on the Consolidated Financial Statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09,“Derivatives and Hedging (Topic 815): Hedge Accounting Improvements.” ASU 2025-09 provides targeted improvements to more closely align hedge accounting with the economics of an entity’s risk management activities. ASU 2025-09 is effective for annual periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is continuing to assess the impact of the adoption of this standard on the Consolidated Financial Statements and related disclosures.

The Company believes that no other recently issued accounting standards will have a material impact on the Consolidated Financial Statements.

NOTE 3 -DEFERRED CONTRACT COSTS AND DEFERRED REVENUE

Activity for deferred contract costs consisted of the following (in thousands):

Deferred revenue activity consisted of the following (in thousands):

The Company typically invoices its customers at the start of the support period, in annual and multi-year installments. When revenue recognized on a contract exceeds billings, the Company records a contract asset. As of June 30, 2026 and December 31, 2025, contract assets amounted to $0.5 million and $1.9 million, respectively, and are included in prepaid expenses and other on the condensed consolidated balance sheets. Deferred revenue is a contract liability that consists of billings issued that are non-cancellable in advance of revenue recognition. Deferred revenue is recognized as the Company satisfies its performance obligations over the term of the contracted service period.

The Company’s remaining performance obligations represent all future non-cancellable revenue under contract that has not yet been recognized as revenue and includes deferred revenue and unbilled amounts. As of June 30, 2026, remaining performance obligations amounted to $636.9 million, of which $267.1 million was billed and recorded as deferred revenue.

The Company expects to recognize revenue on approximately $243.1 million of deferred revenue over the next 12 months, with the remaining deferred revenue balance recognized thereafter.

NOTE 4 —OTHER FINANCIAL INFORMATION

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

Other Accrued Liabilities, including Accrued Reorganization Costs

Other accrued liabilities consisted of the following (in thousands):

The reorganization activity was primarily comprised of severance costs, and consisted of the following (in thousands):

NOTE 5 —DEBT

Debt is presented net of debt discounts and issuance costs in the Company’s balance sheets and consisted of the following (in thousands):

On March 27, 2026, the Company amended the Credit Facility, as originally executed, to implement certain changes to the aggregate amounts of permitted “Restricted Payments” (as such term is defined in the Credit Facility) such that (a) commencing with the Company’s fiscal year ending on December 31, 2026 and for each fiscal year thereafter, the aggregate Restricted Payments shall not exceed $20.0 million per fiscal year and (b) in respect of Restricted Payments made on and after January 1, 2026, the aggregate Restricted Payments shall not exceed $50.0 million, in each case subject to the satisfaction of applicable conditions set forth in the Credit Facility

Cash proceeds and payment activity relating to the Credit Facility consisted of the following (in thousands):

On June 25, 2026, March 30, 2026 and February 4, 2026, the Company made voluntary prepayments of $10.0 million, $5.0 million and $5.0 million, respectively, on the outstanding term loan principal balance. The Company also made its scheduled principal payment of $0.9 million on March 31, 2026. The Company’s next scheduled principal payment of $48.4 million is due on April 30, 2029.

For the term loan, the Company has a choice of interest rates between (a) the Secured Overnight Financing Rate (“SOFR”) and (b) a Base Rate (as defined in the Credit Facility), in each case plus an applicable margin. The applicable margin is based on the Company’s Consolidated Total Leverage Ratio (as defined in the Credit Facility) and whether the Company elects SOFR (ranging from 2.75% to 3.5%) or Base Rate (ranging from 1.75% to 2.5%). The revolving line of credit bears interest on the unused portion of the credit line at rates of 25 to 40 basis points, depending on the Company’s Consolidated Total Leverage Ratio.

For the three months ended June 30, 2026 and 2025, the effective interest rate for the term loan under the Credit Facility was 7.6% and 8.1%, respectively. For the six months ended June 30, 2026 and 2025, the effective interest rate for the term loan under the Credit Facility was 7.5% and 8.0%, respectively.

The fair value of the term loan under the Credit Facility was $48.8 million (Level 2 inputs) as of June 30, 2026 compared to the carrying value of $46.6 million as of June 30, 2026. The fair value of the Credit Facility was $69.5 million (Level 2 inputs) as of December 31, 2025 compared to the carrying value of $67.2 million as of December 31, 2025.

Under the Credit Facility, the Company has $35.0 million of net available borrowing capacity under the revolving line of credit as of June 30, 2026, as there have beenno borrowings during the three and six months ended June 30, 2026. In addition, there wereno borrowings on the revolving line of credit as of December 31, 2025.

In October 2024, the Company borrowed $15.0 million under the revolving line of credit. For the three months ended June 30, 2025, the Company reduced the amount borrowed under the revolving line of credit by $5.0 million, resulting in a net principal balance outstanding of $10 million as of June 30, 2025. As such, the Company had $25 million in net available borrowings under the revolving line of credit as of June 30, 2025. For the three and six months ended June 30, 2025, the average interest rate under the revolving line of credit under the Credit Facility was 7.1% and 7.1%, respectively.

Pursuant to a Guaranty and Security Agreement, dated April 30, 2024, among the Credit Parties (as defined in the Credit Facility) and Capital One, National Association, as agent, the obligations under the Credit Facility are guaranteed by certain of the Company’s subsidiaries and are secured, subject to customary permitted liens and exceptions, by a lien on substantially all assets of the Credit Parties.

The Credit Facility contains certain financial covenants, including a minimum fixed charge coverage ratio greater than 1.25, a total leverage ratio less than 3.75, and a minimum liquidity balance of at least $20.0 million in U.S. cash.

Effective April 30, 2024, the Company’s interest rate swap agreement was amended in connection with the Credit Facility to match the newfive-year term. The amended interest rate swap agreement has a notional value of $40.0 million, with a fixed payer SOFR rate of 3.71% and an initial floating SOFR rate of 5.32%. The floating rate is reset at each month end and the term of the interest rate swap agreement coincides with that of the Credit Facility. See Note 11 for further information regarding the fair value accounting for the interest rate swap agreement. The modification of the interest rate swap agreement did not have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements.

Interest Expense

The components of interest expense are presented below (in thousands):

For the three and six months ended June 30, 2026, interest expense included an increase related to interest rate swap net payments made for $6 thousand and $9 thousand, respectively.

For the three and six months ended June 30, 2025, interest expense included a reduction related to interest rate swap payments received of $0.1 million and $0.1 million, respectively.

NOTE 6 —COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS

Common Stock Repurchased

During the three and six months ended June 30, 2026 and 2025, the Company didnot acquire any shares of its Common Stock on the open market.

On September 29, 2025, the Board of Directors authorized an extension to the Common Stock repurchase program to extend the termination date from June 1, 2026 to June 1, 2029, subject to compliance with the Company’s Credit Facility, provided that all other applicable conditions and legal requirements are satisfied. The Board of Directors had previously authorized a Common Stock repurchase program of up to $50.0 million, of which $36.7 million still remains available as of June 30, 2026.

Stock Plan

The Company’s stock plan consists of the 2013 Equity Incentive Plan, as amended and restated in July 2017 (the “2013 Plan”). On February 12, 2026, pursuant to the “evergreen” provisions of the 2013 Plan, the Board of Directors authorized an increase of approximately 3.7 million shares available for grant under the 2013 Plan.

On February 26, 2026, the Company’s Board of Directors approved the Company’s 2026 Long-Term Incentive Plan (the “2026 LTI Plan”), consisting of awards of performance units (“PSUs”), restricted stock units (“RSUs”) and stock options to purchase shares of the Company’s Common Stock under the terms of the Company’s 2013 Plan, as amended, effective March 2, 2026.

On March 4, 2025, the Company’s Board of Directors approved the Company’s 2025 Long-Term Incentive Plan (the “2025 LTI Plan”), consisting of awards of PSUs, RSUs and stock options to purchase shares of the Company’s Common Stock under the terms of the Company’s 2013 Plan, as amended, effective March 4, 2025.

For additional information about the 2013 Plan, please refer to Note 7 to the Company’s Consolidated Financial Statements for the year ended December 31, 2025, included in Part II, Item 8 of the 2025 Form 10-K. The information presented below provides an update for activity under the 2013 Plan for the three and six months ended June 30, 2026.

Performance Units

Under the 2026 LTI Plan, the Company granted PSUs which will be measured over a performance period beginning on January 1, 2026 and ending on December 31, 2026 (the “Performance Period”), but will remain subject to a continued service-based vesting requirement. Half of the PSUs awarded are eligible to vest based on the Company’s achievement against a target adjusted EBITDA goal for fiscal year 2026, and the remaining half of the PSUs awarded will be eligible to vest based on the Company’s achievement against a target total revenue goal for fiscal year 2026. The ultimate number of PSUs that may vest (as calculated, the “Earned PSUs”) range from zero to 200% of the granted PSUs. On March 2, 2026, the Company granted 0.6 million PSUs at a grant price of $3.72.

The Earned PSUs under the March 4, 2025, May 6, 2024 and April 3, 2023 grants were earned at 49%,28% and 151%, respectively. Under the terms of the 2025, 2024 and 2023 LTI Plans, the Earned PSUs will vest in equal annual installments on the first, second and third anniversaries of the date of grant, generally subject to the awardee continuing to be a Service Provider through the applicable vesting date.

The Company recognized compensation expense related to PSUs of approximately $0.3 million and $0.4 million for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company recognized compensation expense related to PSUs of approximately $0.6 million and $0.8 million, respectively. As of June 30, 2026, the unrecognized expense of $1.3 million net of forfeitures is expected to be charged to expense on a graded basis as the PSUs vest over a weighted-average period of approximately 2.3 years.

Restricted Stock Units

For the six months ended June 30, 2026, the Company granted RSUs under the 2013 Plan for an aggregate of approximately 0.9 million shares of Common Stock. RSU grants vest over periods generally ranging from 12 to 36 months from the respective grant dates and the awards are subject to forfeiture upon termination of employment or service on the Board of Directors, as applicable. Based on the weighted average fair market value of the Common Stock on the date of grant of $3.87 per share, the aggregate fair value for the shares underlying the RSUs amounted to $3.4 million as of the grant date that will be recognized as compensation cost over the vesting period.

The Company recognized compensation expense related to RSUs of approximately $1.5 million and $1.5 million for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company recognized compensation expense related to RSUs of approximately $3.0 million and $2.9 million, respectively. As of June 30, 2026, the unrecognized expense of $7.6 million net of forfeitures is expected to be charged to expense on a straight-line basis as the RSUs vest over a weighted-average period of approximately 1.6 years.

Stock Options

For the six months ended June 30, 2026, the Company granted stock options for the purchase of an aggregate of approximately 1.6 million shares of Common Stock at exercise prices that were equal to the fair market value of the Common Stock on the date of grant. Options granted to employees generally vest as to one-third of the shares subject to the award on each anniversary of the designated vesting commencement date, which may precede the grant date of such award, and expireten years after the grant date.

The following table sets forth a summary of stock option activity under the 2013 Plan for the six months ended June 30, 2026 (shares in thousands):

(1)Represents the weighted average exercise price.

(2)Represents the weighted average remaining contractual term until the stock options expire in years.

(3)As of June 30, 2026, the aggregate intrinsic value of all stock options outstanding was $6.4 million. As of June 30, 2026, there was an aggregate intrinsic value of $2.5 million related to the vested stock options.

(4)The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.5 million shares as of June 30, 2026.

The aggregate fair value of approximately 1.6 million stock options granted for the six months ended June 30, 2026 amounted to $3.9 million, or $2.44 per stock option as of the grant date utilizing the Black-Scholes-Merton (“BSM”) method. The fair value derived under the BSM method will result in the recognition of compensation cost over the vesting period of the stock options. For the six months ended June 30, 2026, the fair value of each stock option grant under the 2013 Plan was estimated on the date of grant using the BSM option-pricing model, with the following weighted-average assumptions:

As of June 30, 2026 and December 31, 2025, total unrecognized compensation costs related to unvested stock options, net of estimated forfeitures, was $6.0 million and $4.9 million, respectively. As of June 30, 2026, the unrecognized costs are expected to be charged to expense on a straight-line basis over a weighted-average vesting period of approximately 1.9 years. The Company recognized compensation expense related to stock options of approximately $0.9 million and $0.9 million for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company recognized compensation expense related to stock options of approximately $1.7 million and $1.8 million, respectively.

Shares Available for Grant

The following table presents activity affecting the total number of shares available for grant under the 2013 Plan for the six months ended June 30, 2026 (in thousands):

Stock-Based Compensation Expense

Stock-based compensation expense attributable to PSUs, RSUs and stock options is classified as follows (in thousands):

Warrants

In October 2017, we issued warrants for an aggregate of 3.4 million shares of Common Stock exercisable at $5.64 per share. These warrants expired unexercised on June 24, 2026, andno warrants for shares of Common Stock remain outstanding. For additional information about these warrants, please refer to Note 7 to the Company’s Consolidated Financial Statements for the year ended December 31, 2025, included in Part II, Item 8 of the 2025 Form 10-K.

NOTE 7 —INCOME TAXES

For the three months ended June 30, 2026 and 2025, the Company’s effective tax rate was 51.6% and 25.8%, respectively. For the six months ended June 30, 2026 and 2025, the Company’s effective tax rate was 48.3% and 30.6%, respectively. The Company’s income tax expense was attributable to income before income taxes and foreign withholding taxes. The Company continues to explore opportunities to reduce withholding taxes such that its effective tax rate may decrease in future periods. After full utilization of net operating losses, the benefit of foreign tax and other credits would further reduce the Company’s effective tax rate.

The Company did not have any changes to its conclusions regarding valuation allowances for deferred income tax assets or uncertain tax positions for the three and six months ended June 30, 2026 and 2025.

For additional information about income taxes, please refer to Note 8 to the Company’s Consolidated Financial Statements for the year ended December 31, 2025, included in Part II, Item 8 of the 2025 Form 10-K.

NOTE 8 —COMMITMENTS AND CONTINGENCIES

Purchase Commitments

The Company’s purchase commitments as of June 30, 2026 are primarily related to agreements to purchase services in the ordinary course of business. As of June 30, 2026, the total minimum purchase obligations totaled $12.6 million. There have been no other material changes outside the normal course of business to the Company’s non-cancellable purchases commitments. For additional information, please refer to Note 9 to the Company’s Consolidated Financial Statements for the year ended December 31, 2025, included in Part II, Item 8 of the 2025 Form 10-K.

Retirement Plan

The Company has defined contribution plans for both its U.S. and foreign employees. For certain of these plans, employees may contribute up to the statutory maximum, which is set by law each year. The plans also provide for employer contributions. For the three months ended June 30, 2026 and 2025, the Company’s matching contributions to these plans totaled $0.8 million and $0.8 million, respectively. For the six months ended June 30, 2026 and 2025, the Company’s matching contributions to these plans totaled $1.7 million and $1.6 million, respectively.

Oracle PeopleSoft Services Wind Down; July 2025 Rimini II Settlement Agreement with Oracle and Subsequent Stay of Rimini IILitigation

Oracle PeopleSoft Services Wind Down

In July 2024, the Company announced during its fiscal second quarter earnings call that it had unilaterally decided to wind down its offering of support and services for Oracle PeopleSoft software, and the Company repeated this announcement during subsequent earnings calls held in October 2024 and May 2025. At the time ofthe Company’s initial announcement on July 31, 2024, the annual revenue associated with the Company’s provision of services for Oracle’s PeopleSoft products was approximately $30 million.

The percentage of revenue derived from services the Company provides solely for Oracle’s PeopleSoft software product was approximately 3% and 6% of the Company’s total revenue for the six months ended June 30, 2026 and 2025, respectively.

The Rimini IISettlement Agreement

On July 7, 2025 (the “Effective Date”), the Company and Mr. Seth Ravin, the Company’s President, Chief Executive Officer and Chairman of the Board, entered into a confidential settlement agreement (the “Settlement Agreement”) with certain affiliates of Oracle Corporation (together with its subsidiaries individually and collectively “Oracle,” and all signatories to the Settlement Agreement, collectively, the “Parties”). If all Parties complete their agreed upon responsibilities, the Settlement Agreement will allow for the final resolution and ultimate dismissal of Case Number 2:14-cv-01699-MMD-DJA (“Rimini II”) involving the Company, Mr. Ravin and Oracle. The Parties entered into the Settlement Agreement to provide a full, final, complete and global settlement of the subject matter of the Rimini II case.

As of July 18, 2025, the Rimini IIcase has been stayed and administratively closed by the District Court.

Please refer to Note 9 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Form 10-K for the year ended December 31, 2025, for additional information and disclosures regarding the Company’s litigation with Oracle.

In addition to the above, the Settlement Agreement provides, in part:

•No Parties admit any liability or wrongdoing.

•If, among other obligations, the Company (a) completes its previously announced wind down of its provision of support and services for Oracle’s PeopleSoft software (the “Wind Down”) no later than July 31, 2028 (the “Wind Down Period”), (b) notifies all existing customers for which it supplies such support and services of the Wind Down, (c) provides required quarterly Wind Down progress reports to Oracle with certain agreed-upon information and (d) signs a declaration, under penalty of perjury, affirming that the Wind Down is complete and issues a public statement as to the same, which statement can be in the form of a filing made with the SEC, then, within 14 days after the

Company certifies to Oracle that the Wind Down has been completed, the Parties will jointly file a stipulation with the District Court to dismiss the Rimini II litigation with prejudice.

•During the Wind Down Period, the Parties covenant and agree not to make, initiate, join, take action in connection with, or assert any claim, action, litigation or proceeding of any kind, known or unknown, anywhere in the world against each other during the Wind Down Period based on any claim for conduct at issue in Oracle USA, Inc. v. Rimini, No. 2:10-cv-00106 (D. Nev.) (“Rimini I”) or in the Rimini IIcase that accrued either (i) before the end of the Wind Down Period, if related to PeopleSoft products, or (ii) before the Settlement Agreement Effective Date, if related to any other Oracle product or service (such agreement and covenant, the “Litigation Standstill”), including any new lawsuits, contempt proceedings, actions to enforce the Rimini I Injunction or the Rimini IIInjunction (as defined below), or for discovery. In the event of a breach by any Party that remains uncured after the cure period and leads to the termination of the Settlement Agreement, Oracle may ask the District Court to lift the Litigation Standstill.

•The Rimini I Injunction and the Rimini II Injunction shall remain in effect, and the District Court will retain jurisdiction to enforce them.

“The Rimini IInjunction” refers to a permanent injunction that was entered by the District Court in 2018 in the Rimini Icase that remains in effect, defining the manner in which the Company can provide support services for certain Oracle product lines (but not prohibiting Company support of any Oracle products). The Rimini Ilitigation has run its course through trial and appeals, and there are no current litigation activities.

“The Rimini II Injunction” refers to the permanent injunction that was entered by the District Court in April 2025 in the Rimini IIcase, which requires the Company to comply with the Digital Millennium Copyright Act and to refrain from making four statements – none of which are part of the Company’s current marketing.

The Settlement Agreement also contains customary representations, warranties and covenants. The above descriptions of the Settlement Agreement and the Rimini Iand Rimini IIinjunctions do not purport to be complete. Please refer to the Company’s Current Report on Form 8-K filed on July 9, 2025 and the redacted copy of the Settlement Agreement filed as Exhibit 10.1 to the Company’s Form 10-K for the year ended December 31, 2025 for additional information.

The Company reserves all rights, including appellate rights, with respect to the matters described above. For a description of potential risks relating to the Settlement Agreement, please refer to Part II, Item 1A of this Report (Risk Factors).

Other Litigation

From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal fees are expensed as incurred.

Liquidated Damages

The Company enters into agreements with clients that contain provisions related to liquidated damages that would be triggered in the event that the Company is no longer able to provide services to these clients. The maximum cash payments related to these liquidated damages are approximately $7.8 million and $8.2 million as of June 30, 2026 and December 31, 2025, respectively. To date, the Company has not incurred any costs as a result of such provisions and has not accrued any liabilities related to such provisions in these Unaudited Condensed Consolidated Financial Statements.

NOTE 9 —RELATED PARTY TRANSACTIONS

An affiliate of Adams Street Partners and its affiliates (collectively referred to as “ASP”) is a member of the Company’s Board of Directors. As of June 30, 2026, ASP owned approximately 25.2% of the Company’s issued and outstanding shares of Common Stock.

NOTE 10 —EARNINGS PER SHARE

The Company computes earnings per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share of Common Stock is computed by dividing net income attributable to common stockholders by the weighted average number of shares of basic Common Stock outstanding. Diluted earnings per share of Common Stock is calculated by adjusting the basic earnings per share of Common Stock for the effects of potential dilutive Common Stock shares outstanding such as stock options, restricted stock units and warrants.

For the three and six months ended June 30, 2026 and 2025, basic and diluted net earnings per share of Common Stock were computed by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding during the respective periods. The following tables set forth the computation of basic and diluted net income attributable to common stockholders (in thousands, except per share amounts):

The following potential Common Stock equivalents were excluded from the computation of diluted net income per share for the respective periods ending on these dates, since the impact of inclusion was anti-dilutive (in thousands):

NOTE 11 —FINANCIAL INSTRUMENTS

Fair Value Measurements

Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. Additional information on fair value measurements is included in Note 12 to the Company’s Consolidated Financial Statements for the year ended December 31, 2025, included in Part II, Item 8 of the 2025 Form 10-K.

The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer.

Investments

All of the Company’s investments as of June 30, 2026 are classified as cash equivalents. The Company holds highly liquid interest-earning investments with maturities of less than three months. The fair values of these investments approximate their carrying values and are considered Level 1 assets.

The Company considers all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Debt investments are classified as available-for-sale and gains and losses are recorded using the specific identification method. Changes in fair value are recorded in the operating statement. Fair value is calculated based on publicly available market information.

Derivatives

The Company uses derivatives to manage the risk associated with changes in interest rates. The Company does not enter into derivatives for speculative purposes. As discussed in Note 5, the interest rate swap agreement has a notional value of $40.0 million, with a fixed payer SOFR rate of 3.71% and an initial floating SOFR rate of 5.32%. The derivative was recognized in the accompanying Unaudited Condensed Consolidated Balance Sheets at its estimated fair value as of June 30, 2026.

To estimate fair value for the Company's interest rate swap agreement as of June 30, 2026, the Company utilized a present value of future cash flows, leveraging a model-derived valuation that uses Level 2 observable inputs such as interest rate yield curves. The Company estimated the fair value of the interest rate swap agreement to be $0.2 million as of June 30, 2026.

Changes in the fair value of the derivatives that qualify as cash flow hedges are recorded in accumulated other comprehensive loss in the accompanying Unaudited Condensed Consolidated Balance Sheets until earnings are affected by the variability of the cash flows.

The amounts recorded for the interest rate swap agreement are described below (in thousands):

NOTE 12 -LEASES

The Company has operating leases for real estate and equipment with an option to renew the leases for up toone month tofive years. Some of the leases include the option to terminate the leases upon a specified notice period with a penalty. The Company’s leases have various remaining lease terms ranging from approximately seven months to approximately nine years.

The components of lease expense and supplemental balance sheet information were as follows (in thousands):

Other information related to leases was as follows (in thousands):

As of June 30, 2026, the Company hasfour additional operating leases with an aggregate net present value of $4.6 million that will commence between July 2026 and November 2026.

Maturities of operating lease liabilities as of June 30, 2026 were as follows (in thousands):

For the three months ended June 30, 2026 and 2025, the Company paid $1.6 million and $1.5 million, respectively, for operating lease liabilities. For the six months ended June 30, 2026 and 2025, the Company paid $3.2 million and $3.0 million, respectively, for operating lease liabilities.

NOTE 13 -SEGMENT AND GEOGRAPHIC INFORMATION

Segment Information

The Company operates asone operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (the “CODM”) in deciding how to allocate resources and assess performance. The CODM assesses the performance of the Company and decides how to allocate resources based on consolidated net income, which is identical to the information presented in the accompanying Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income. The measure of segment assets is reported in the Unaudited Condensed Consolidated Balance Sheets as total assets. Additional information on segment information is included in Note 13 to the Company’s Consolidated Financial Statements for the year ended December 31, 2025, included in Part II, Item 8 of the 2025 Form 10-K.

The following table presents selected financial information with respect to the Company’s single operating segment for the three and six months ended June 30, 2026 and 2025 (in thousands):

(a) Adjusted to exclude stock-based compensation expense.

(b) Adjusted to exclude depreciation and amortization expense.

(c) Adjusted to exclude stock-based compensation expense as well as depreciation and amortization expense.

Geographic Information

The Company attributes revenues to geographic regions based on the location of its clients. The following table shows revenues by geographic region (in thousands):

For the three months ended June 30, 2026 and 2025, Japan represented approximately 11% and 12% of total revenue, respectively. For the six months ended June 30, 2026 and 2025, Japan represented approximately 11% and 11% of total revenue, respectively.

No clients represented more than 10% of revenue for the three and six months ended June 30, 2026 and 2025. As of June 30, 2026 and December 31, 2025, no clients accounted for more than 10% of total net accounts receivable.

The Company tracks its assets by physical location. The following shows the net carrying value of the Company’s property and equipment by geographic region (in thousands):

The operating lease ROU assets by geographic region were as follows (in thousands):