Filing Analysis
Rimini Street, Inc. announced the appointment of Keith C. Costello as Executive Vice President and Chief Operating Officer, effective August 17, 2026. Mr. Costello is a veteran technology executive with previous leadership roles at DXC Technology, IBM, SAP SE, and Oracle.
π© Red Flags
- None identified in this filing.
π Key Facts
- Appointment date: Effective August 17, 2026.
- Role: Executive Vice President and Chief Operating Officer (principal operating officer).
- Base Salary: $460,000 per annum.
- Incentive Compensation: Target annual cash bonus of 81.74% of base salary.
- Equity Awards: 150,000 stock options and 150,000 Restricted Stock Units (RSUs), vesting over three years.
- LTI Plan: Eligible for the Companyβs executive officer Long-Term Incentive Plan starting in 2027; target value set at 50% of the CEO's LTI Plan grant.
Rimini Street, Inc. filed an 8-K to announce its financial results for the second quarter ended June 30, 2026. The filing serves as a formal announcement of earnings via a press release.
π Key Facts
- The company reported financial results for the second quarter ended June 30, 2026.
- Results were announced via a press release dated July 30, 2026.
- The filing is categorized as 'Furnished Only' under Item 2.02, meaning it is not subject to the liabilities of Section 18 of the Exchange Act.
Rimini Street, Inc. filed an 8-K to furnish an updated investor presentation intended for use in meetings with investors and analysts starting December 3, 2025.
π Key Facts
- The filing includes a new 'December 2025 Investor Presentation' as Exhibit 99.1.
- The information is being furnished under Item 7.01 (Regulation FD) and is not considered 'filed' for purposes of Section 18 liability.
- The presentation contains forward-looking statements subject to various risks and uncertainties.
Rimini Street, Inc. announced a leadership transition effective November 24, 2025, involving the Chief Operating Officer. Mr. Vijay Kumar is transitioning from his role as EVP and COO to become the Executive Vice President and Chief Innovation Officer.
π© Red Flags
- None identified; this appears to be a strategic internal reallocation of executive talent rather than a departure from the company.
π Key Facts
- Effective date of change: November 24, 2025
- Vijay Kumar transitioned from EVP and Chief Operating Officer (principal operating officer) to EVP and Chief Innovation Officer
- The filing is an Item 5.02 disclosure regarding changes in officers
Rimini Street, Inc. filed an 8-K to announce its financial results for the third quarter ended September 30, 2025. The filing serves as a formal announcement of the earnings press release issued on October 30, 2025.
π Key Facts
- Announced Q3 2025 financial results (ended Sept 30, 2025).
- Filed under Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure).
- The information in the press release is 'furnished' rather than 'filed', limiting liability under Section 18 of the Exchange Act.
Rimini Street, Inc. filed an 8-K to announce its financial results for the second quarter ended June 30, 2025. The filing serves as a formal announcement of the earnings press release issued on July 31, 2025.
π Key Facts
- Reported date: July 31, 2025
- Reporting period: Second Quarter ended June 30, 2025
- The filing includes a press release (Exhibit 99.1) containing the financial results.
- Information is furnished but not 'filed' for purposes of Section 18 liability.
Rimini Street entered into a confidential settlement agreement with Oracle Corporation to resolve long-standing litigation (Rimini II). The agreement includes the return of approximately $37.8 million in legal fees to Rimini and requires the completion of a wind-down of PeopleSoft support services by July 2028.
π© Red Flags
- Ongoing requirement to wind down PeopleSoft services, which previously represented ~$30 million in annual revenue.
- Litigation standstill limits the company's ability to pursue new claims against Oracle for a set period.
π Key Facts
- Settlement Agreement effective date: July 7, 2025.
- Oracle to remit approximately $37.8 million back to Rimini (of the $58.7 million previously paid) by July 9, 2025.
- Rimini must complete wind-down of Oracle PeopleSoft support services by July 31, 2028.
- A 'Litigation Standstill' is in effect through the end of the Wind Down Period regarding claims related to Rimini I and II cases.
- The settlement aims for a final dismissal of Case Number 2:14-cv-01699-MMD-DJA.
Rimini Street, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on June 4, 2025. The meeting included votes for director election, Say-on-Pay, and auditor ratification.
π© Red Flags
- None identified in this filing.
π Key Facts
- Annual Meeting held virtually via live audio webcast on June 4, 2025.
- Quorum was established with 76,481,164 shares represented (approx. 83.3% of voting power).
- Robin Murray was elected to the Board of Directors (Class II) with 53,271,115 'For' votes.
- Say-on-Pay advisory vote passed with 57,186,905 'For' votes.
- Ratification of KPMG LLP as independent auditor for fiscal year ending Dec 31, 2025, passed with 75,885,629 'For' votes.
The Company is reporting a legal development regarding its long-standing litigation with Oracle Corporation. A District Court order has vacated a previous $58.5 million judgment for attorneys' fees and costs previously awarded to Oracle.
π© Red Flags
- Ongoing high-stakes litigation with a major industry player (Oracle) creates significant legal uncertainty and potential for future liabilities.
π Key Facts
- On June 2, 2025, the U.S. District Court for the District of Nevada issued an 'Order on Fees on Remand'.
- The order vacates in full a previous judgment dated September 23, 2024.
- The vacated judgment had awarded Oracle approximately $58.5 million in attorneys' fees and costs related to the 'Rimini II' matter (Case Number 2:14-cv-01699-MMD-DJA).
- The Ninth Circuit Court of Appeals remanded jurisdiction back to the District Court regarding this specific appeal.
- The litigation originated in October 2014.
Rimini Street, Inc. announced a change in the title of its Chief Operating Officer, Vijay Kumar, to 'Executive Vice President and Chief Operating Officer,' effective May 27, 2025.
π Key Facts
- Effective date: May 27, 2025
- Officer involved: Mr. Vijay Kumar
- Title change: From Chief Operating Officer to Executive Vice President and Chief Operating Officer
- The change does not alter his status as an 'executive officer' or 'principal operating officer' under SEC rules.
Rimini Street, Inc. announced a restructuring of its product management function effective May 19, 2025. This resulted in the Chief Product Officer transitioning into a redefined role as EVP and Chief Marketing Officer, with product management reporting to the COO.
π© Red Flags
- Organizational restructuring of a key executive role (CPO) can sometimes indicate internal friction or strategic shifts in product direction.
π Key Facts
- Effective date of change: May 19, 2025.
- David Rowe transitioned from Chief Product Officer (CPO) to Executive Vice President and Chief Marketing Officer (CMO).
- The product management function now reports to the Chief Operating Officer, Vijay Kumar.
- Mr. Rowe retains his status as an 'executive officer' under the Exchange Act.
Rimini Street, Inc. announced the appointment of Vijay Kumar as Chief Operating Officer, effective May 6, 2025. Mr. Kumar will serve as the company's principal operating officer, bringing extensive experience from Genesys Cloud and HP Software.
π Key Facts
- Vijay Kumar appointed as COO effective May 6, 2025.
- Annual base salary is $400,000 with a target annual cash bonus of $225,000.
- Onboarding equity includes 100,000 stock options and 100,000 Restricted Stock Units (RSUs) vesting over three years starting May 15, 2025.
- Mr. Kumar previously served as Senior Vice President at Genesys Cloud until January 2025.
Rimini Street, Inc. has filed an 8-K to announce its financial results for the first quarter ended March 31, 2025. The filing serves as a formal announcement of the earnings press release issued on May 1, 2025.
π Key Facts
- Reporting period: First Quarter ended March 31, 2025.
- Filing date: May 1, 2025.
- The company released financial results via press release (Exhibit 99.1).
- Information is furnished but not 'filed' for purposes of Section 18 liability.
Rimini Street reports a significant legal development in its long-standing litigation against Oracle Corporation. Following a Ninth Circuit mandate, the District Court for the District of Nevada has issued an Order on Mandate and a Modified Permanent Injunction regarding the 'Rimini II' case.
π© Red Flags
- Ongoing high-stakes litigation with a major industry player (Oracle) poses significant legal and financial uncertainty.
- The issuance of a 'Modified Permanent Injunction' suggests court-ordered restrictions on company operations/business practices resulting from previous rulings.
π Key Facts
- The U.S. Court of Appeals for the Ninth Circuit returned jurisdiction over Case Number 2:14-cv-01699-MMD-DJA to the District Court for the District of Nevada in March 2025.
- On April 24, 2025, the District Court entered an Order on Mandate and a Modified Permanent Injunction.
- The litigation involves Rimini Street, Inc. against certain subsidiaries of Oracle Corporation (the 'Rimini II' case).
- The injunction relates to portions of the permanent injunction originally issued in July 2023 that were either not appealed by the Company or not vacated by the Ninth Circuit.
Rimini Street, Inc. has regained compliance with Nasdaq Listing Rule 5605(c)(2) following the appointment of Jay Snyder to its Audit Committee. This resolves a previous deficiency regarding minimum independent director requirements for the Audit Committee.
π© Red Flags
- Previous non-compliance with Nasdaq listing rules regarding Audit Committee independence.
π Key Facts
- Nasdaq notified the company on March 6, 2025, that it has regained compliance with Listing Rule 5605(c)(2).
- Compliance was achieved via the appointment of Jay Snyder to the Audit Committee, effective March 1, 2025.
- The deficiency was caused by a previous resignation that left the Audit Committee with only two members instead of the required three independent members.
Rimini Street, Inc. announced the approval of its 2025 Long-Term Incentive (LTI) Plan by the Compensation Committee. The plan includes grants of performance units (PSUs), restricted stock units (RSUs), and stock options to the company's executive officers, effective March 4, 2025.
π© Red Flags
- CEO Seth A. Ravin's stock options are non-qualified because he owns more than 10% of common stock.
- PSU vesting for the CEO includes accelerated vesting provisions upon cessation of service, as per his existing employment agreement.
π Key Facts
- The 2025 LTI Plan consists of PSUs, RSUs, and Stock Options under the existing 2013 Equity Incentive Plan.
- CEO Seth A. Ravin was granted equity with a targeted value of $2,400,000, consisting of 50% PSUs, 30% RSUs, and 20% Stock Options.
- CFO Michael L. Perica received awards totaling $1,000,000 (40% PSUs, 40% RSUs, 20% Stock Options).
- Other NEOs (Maddock, Lyskawa, Rowe) received targeted grant values of $300,000 each.
- PSU vesting is tied to achieving target Adjusted EBITDA and total revenue goals for the 2025 performance period.
- Stock option exercise price was set at $3.48 per share, matching the closing price on March 4, 2025.
Rimini Street, Inc. has appointed existing Board member Jay Snyder to the Audit Committee, effective March 1, 2025. This appointment resolves a previous non-compliance issue regarding Nasdaq's audit committee membership requirements.
π© Red Flags
- Previous non-compliance with Nasdaq Listing Rule 5605 regarding audit committee composition (notified Sept 5, 2024).
π Key Facts
- Jay Snyder was appointed to the Audit Committee effective March 1, 2025.
- Mr. Snyder is an existing Board member (joined June 2020) and currently serves on the Nominating and Compensation Committees.
- The appointment fills a vacancy that left the committee with only two members.
- The company was under a Nasdaq cure period to regain compliance by August 2, 2025, or its next annual meeting (expected early June 2025).
- The Audit Committee now consists of three qualified members.
Rimini Street, Inc. filed an 8-K to announce its financial results for the fourth quarter and full fiscal year ended December 31, 2024.
π Key Facts
- Report date: February 27, 2025
- Reporting period: Fourth quarter and year ended December 31, 2024
- The filing includes a press release (Exhibit 99.1) containing the financial results.
- Information is furnished but not 'filed' for purposes of Section 18 liability.
Rimini Street announced that the Ninth Circuit Court of Appeals denied a petition for rehearing filed by Oracle Corporation regarding the 'Rimini II' litigation. This represents a procedural victory for Rimini Street in its ongoing legal dispute with Oracle.
π Key Facts
- On February 25, 2025, the Ninth Circuit denied Oracle's petition for panel rehearing and rehearing en banc.
- The case involves 'Rimini II' litigation (Case Number 23-16038).
- The company reserves all appellate rights regarding the litigation.
Rimini Street announced that the U.S. Court of Appeals for the Ninth Circuit issued an opinion on December 16, 2024, regarding the company's ongoing litigation appeal (the 'Rimini II' case). The filing provides notice of this judicial development without detailing the specific outcome in the text, referring investors to Exhibit 99.1.
π© Red Flags
- High-stakes legal uncertainty: The outcome of the Ninth Circuit opinion could significantly impact the company's business model or financial obligations related to its long-standing litigation with Oracle.
π Key Facts
- The Ninth Circuit issued an opinion on December 16, 2024, regarding Case Number 2:14-cv-01699-MMD-DJA.
- The litigation involves an appeal of a July 2023 judgment and injunction (Rimini II).
- The company is reserving all rights to further appellate actions.
Rimini Street, Inc. filed an 8-K to announce its financial results for the third quarter ended September 30, 2024. The filing serves as a formal announcement of the earnings release issued on October 30, 2024.
π Key Facts
- Company announced Q3 2024 financial results on October 30, 2024.
- The reporting period ended September 30, 2024.
- Results were released via press release (Exhibit 99.1).
Rimini Street announced that a U.S. District Court ordered the company to pay approximately $58.5 million in attorneys' fees and costs to Oracle. The company has filed an appeal against this award but expects to make the payment by October 23, 2024.
π© Red Flags
- Significant cash outflow ($58.5 million) required in the short term (by Oct 23, 2024).
- Adverse legal ruling in long-standing litigation with a major industry player (Oracle).
π Key Facts
- District Court awarded Oracle approximately $58.5 million in attorneys' fees and costs related to 'Rimini II' litigation (Case No. 2:14-cv-01699-MMD-DJA).
- Oracle had requested ~$70.6 million, while Rimini Street argued the amount was at most ~$14.5 million.
- The company expects to pay the award on or before October 23, 2024.
- Rimini Street filed a notice of appeal regarding the award on September 24, 2024.
Rimini Street received a notice from Nasdaq stating it is no longer in compliance with audit committee composition requirements following the resignation of director Katrinka McCallum. The company has been granted a cure period to appoint a new qualified director and regain compliance.
π© Red Flags
- Delisting notice/Non-compliance with Nasdaq Listing Rule 5605 regarding audit committee composition.
- Board/Audit Committee vacancy reduces oversight capacity.
π Key Facts
- Nasdaq notified the company on September 5, 2024, regarding non-compliance with Nasdaq Listing Rule 5605.
- The vacancy was caused by the resignation of Katrinka McCallum effective August 2, 2024.
- The Audit Committee currently consists of only two qualified directors, failing the requirement for at least three members.
- Cure period expires on either the next annual meeting of stockholders or August 2, 2025 (or January 29, 2025, if the annual meeting is held earlier).
- The company intends to fill the vacancy before the end of the cure period.
Rimini Street, Inc. announced the resignation of Board member Katrinka McCallum, effective August 2, 2024, to pursue other endeavors. The company is in the process of appointing successors for her roles on the Compensation and Audit Committees.
π© Red Flags
- Departure creates vacancies in critical oversight committees (Audit and Compensation).
π Key Facts
- Katrinka McCallum resigned from the Board of Directors effective August 2, 2024.
- The resignation was voluntary ('to pursue other endeavors').
- Vacancies were created in both the Compensation Committee (Chair) and the Audit Committee.
Rimini Street, Inc. filed an 8-K to announce its financial results for the second quarter ended June 30, 2024. The filing serves as a formal announcement of the earnings press release issued on July 31, 2024.
π Key Facts
- Reporting period: Second Quarter ended June 30, 2024.
- Filing date: July 31, 2024.
- The filing incorporates a press release (Exhibit 99.1) regarding financial results.
- Information is furnished but not 'filed' for purposes of Section 18 liability.
Rimini Street, Inc. reported the results of its 2024 Annual Meeting of Stockholders held on June 6, 2024. The meeting included the election of a director and the approval of an amendment to the Certificate of Incorporation to include officer exculpation.
π© Red Flags
- Approval of officer exculpation (Proposal 2) can sometimes be viewed by activist investors as a measure to reduce executive liability, though it is a standard corporate governance practice in Delaware.
π Key Facts
- Annual Meeting held virtually via live audio webcast on June 6, 2024.
- Quorum was established with 80,880,828 shares represented (approx. 89.5% of voting power).
- Stockholders approved an amendment to the Certificate of Incorporation to include exculpation of officers as permitted by Delaware law.
- Jack L. Acosta was elected to a Class I director position until the 2027 annual meeting.
- KPMG LLP was re-ratified as the independent registered public accounting firm for fiscal year ending December 31, 2024.
Rimini Street, Inc. announced the approval of its 2024 Long-Term Incentive (LTI) Plan by the Compensation Committee on May 6, 2024. The plan includes awards of performance units (PSUs), restricted stock units (RSUs), and stock options for the company's named executive officers.
π© Red Flags
- CEO Seth A. Ravin's stock options are non-qualified because he owns >10% of the company, requiring a 110% exercise price (though this specific grant used the closing price per the text, it notes his status as a 10% owner).
π Key Facts
- Effective Date: May 6, 2024.
- Plan Components: Performance Units (PSUs), Restricted Stock Units (RSUs), and Stock Options.
- CEO Seth A. Ravin received $2.4M in equity awards (50% PSUs, 30% RSUs, 20% Stock Options).
- CFO Michael L. Perica received $1.0M in equity awards (40% PSUs, 40% RSUs, 20% Stock Options).
- Other NEOs (Maddock, Lyskawa, Rowe) each received $300k in equity awards.
- PSU performance metrics: 50% based on target Adjusted EBITDA and 50% based on target total revenue for FY 2024.
- Stock option exercise price set at $2.47 (closing price on grant date).
- RSUs and Stock Options vest in three equal annual installments over three years.
Rimini Street, Inc. filed an 8-K to announce its financial results for the first quarter ended March 31, 2024. The filing serves as a formal notification that a press release containing these results has been issued.
π Key Facts
- Report date: May 2, 2024
- Reporting period: First quarter ended March 31, 2024
- The filing incorporates Exhibit 99.1 (Press Release) by reference under Item 2.02.
- The information in Item 2.02 and Exhibit 99.1 is 'furnished' rather than 'filed', limiting liability under Section 18 of the Exchange Act.
Rimini Street, Inc. filed an 8-K to provide an investor presentation under Regulation FD. The filing includes Exhibit 99.1 containing updated information for use in meetings with investors and analysts.
π Key Facts
- The company furnished a February 2024 Investor Presentation (Exhibit 99.1).
- Information is intended for use in meetings with investors and analysts starting February 28, 2024.
- The information provided under Item 7.01 is 'furnished' rather than 'filed', meaning it is not subject to the liabilities of Section 18 of the Exchange Act.
Rimini Street, Inc. filed an 8-K to announce its financial results for the fourth quarter and full fiscal year ended December 31, 2023.
π Key Facts
- The filing was made on February 28, 2024.
- Announced financial results for Q4 and FY 2023.
- Information provided under Item 2.02 is 'furnished' rather than 'filed', limiting liability under Section 18 of the Exchange Act.
Rimini Street filed an 8-K to provide a regulatory update regarding ongoing litigation with Oracle. The company has filed its opposition to Oracle's motion for $70.6 million in attorneys' fees, arguing that any potential award should not exceed $14.47 million.
π© Red Flags
- Significant contingent liability: Potential exposure of up to $70.6 million in legal fees requested by the counterparty.
π Key Facts
- Oracle requested approximately $70.6 million in attorneys' fees and costs related to the 'Rimini II' litigation.
- The Company filed its opposition on February 20, 2024.
- The Company argues that any award of fees should be capped at $14.47 million.
- Oracle is required to file a reply by March 15, 2024.
- All prior claims for monetary relief by Oracle were previously dismissed with prejudice in October 2022.
Rimini Street, Inc. announced a leadership transition for Steven Salaets, effective January 15, 2024. While he remains with the company in a new capacity, he is no longer classified as an 'executive officer' or 'officer' under SEC regulations.
π© Red Flags
- Removal of a high-level executive (CIO) from formal officer status can sometimes signal internal restructuring or shifts in strategic direction, though not inherently negative without further context.
π Key Facts
- Effective date of change: January 15, 2024.
- Steven Salaets transitioned from Chief Information Officer & EVP, Global Shared Services to Executive Vice President, Special Projects, Office of the CEO.
- Mr. Salaets is no longer deemed an 'executive officer' for purposes of the Securities Act of 1933 or the Exchange Act.
- Mr. Salaets is no longer considered an 'officer' for purposes of Section 16 of the Exchange Act.