Rimini Street, Inc.
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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Sep 30, 2026 · Filed Oct 29, 2026
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ITEM 5. Other Information
During the quarter ended September 30, 2026, none of our directors or officers informed us of theadoption ortermination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described below:
The Company’s RSU and PSU notice and award agreements provide that, upon the settlement of awards subject to such agreements, such number of shares of Company Common Stock as the Company determines appropriate to satisfy associated minimum statutory tax withholding obligations shall automatically be sold on the awardee’s behalf, with the sale proceeds remitted to the appropriate taxing authorities. This provision may constitute a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K). Certain of our executive officers have also elected to automatically sell such number of shares of Company Common Stock as to generate cash proceeds in excess of the amount needed to satisfy associated minimum statutory tax withholding obligations (at an identified rate)upon settlement of future RSU and/or PSU awards, with all sale proceeds remitted to appropriate taxing authorities.
On September 10, 2026, the Company’s Executive Vice President and Chief Client Officer, Nancy Lyskawa, entered into a Rule 10b5-1 trading arrangement providing for (i) the sale of an aggregate 232,864 shares of the Company’s common stock acquired upon the vesting of restricted stock units and performance units previously awarded to Ms. Lyskawa under the terms of the Company’s 2013 Plan and (ii) the same-day sales upon exercise of up to 186,631 employee stock options previously awarded to Ms. Lyskawa under the terms of the Company’s 2013 Plan. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) under the Securities Exchange Act of 1934. The first date on which any shares may be sold under the trading arrangement is December 9, 2026, and subsequent sales under the trading arrangement may occur from time to time for the duration of the trading arrangement until December 31, 2027, or earlier if all transactions under the trading arrangement are completed.
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