Form 8-K

8-K — Rimini Street, Inc.

Accession: 0001635282-26-000067

Filed: 2026-10-02

Period: 2026-10-02

CIK: 0001635282

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — rmni-20261002.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rmni-20261002.htm · Sequence: 1

rmni-20261002

0001635282false00016352822026-10-022026-10-020001635282us-gaap:CommonStockMember2026-10-022026-10-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 2, 2026 (October 1, 2026)

Date of Report (date of earliest event reported)

Rimini Street, Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-37397 36-4880301

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

1700 S. Pavilion Center Drive, Suite 330

Las Vegas, NV 89135

(Address of principal executive offices) (Zip Code)

(702) 839-9671

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class: Trading Symbol(s) Name of each exchange on which registered:

Common Stock, par value $0.0001 per share RMNI The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Effective October 1, 2026, the Compensation Committee of the Board of Directors of Rimini Street, Inc. (the “Company”) approved awards of stock options (“Options”), restricted stock units (“RSUs”) and performance units (“PSUs”) to Mr. Steven Hershkowitz, the Company’s Executive Vice President and Chief Revenue Officer, as outlined further below. The awards were designed to restore the number of shares of Company common stock (“Shares”) underlying unvested equity incentive awards issued under the Company’s 2013 Equity Incentive Plan (the “2013 Plan”) that were forfeited by Mr. Hershkowitz upon his previously reported resignation from the Company on September 8, 2026, with current exercise prices and vesting terms. As reported in the Company’s Current Report on Form 8-K dated September 14, 2026 and effective as of the same date, Mr. Hershkowitz was reinstated as the Company’s Executive Vice President and Chief Revenue Officer, resuming the same job titles, duties and responsibilities as were in effect immediately prior to his September 8, 2026 resignation.

Stock Option Awards

In each case effective October 1, 2026 (the “Date of Grant”) and with vesting terms subject to Mr. Hershkowitz continuing to be a Service Provider (as defined in the 2013 Plan) through the applicable vesting date, Mr. Hershkowitz was awarded Options to purchase Shares pursuant to the 2013 Plan, as follows:

1.66,667 Options, which shall vest in full in accordance with the following vesting schedule: 50% of the Shares subject to the Option shall vest on the first anniversary of the Date of Grant and 50% of the Shares subject to the Option shall vest on December 17, 2027;

2.18,301 Options, which shall vest in full in accordance with the following vesting schedule: 50% of the Shares subject to the Option shall vest on the first anniversary of the Date of Grant and 50% of the Shares subject to the Option shall vest on March 4, 2028;

3.25,116 Options, which shall vest in full in accordance with the following vesting schedule: one-third of the Shares subject to the Option shall vest on the first anniversary of the Date of Grant, one-third of the shares subject to the Option shall vest on March 2, 2028 and one-third of the Shares subject to the Option shall vest on March 2, 2029; and

4.100,000 Options, which shall vest in full in accordance with the following vesting schedule: one-third of the Shares subject to the Option shall vest on the first anniversary of the Date of Grant, one-third of the shares subject to the Option shall vest on March 2, 2028 and one-third of the Shares subject to the Option shall vest on March 2, 2029.

The Option awards described above are subject to the terms and conditions of the 2013 Plan and the form of stock option award agreement adopted thereunder. Consistent with the terms of the 2013 Plan, (i) the Options are exercisable at a per share price of $4.29, or the “Fair Market Value” (as defined in the 2013 Plan) of the Company’s common stock, based upon the closing price per Share on the Date of Grant, as quoted on the Nasdaq Global Market, and (ii) each such Option shall have a term of 10 years from the Date of Grant, after which any Shares not exercised shall be returned to the 2013 Plan.

Restricted Stock Unit Awards

In each case effective as of the Date of Grant and with vesting terms subject to Mr. Hershkowitz continuing to be a Service Provider through the applicable vesting date, Mr. Hershkowitz was awarded RSUs pursuant to the 2013 Plan, as follows:

1.100,002 RSUs, 100% of which shall vest in full on October 1, 2027;

2.66,667 RSUs, which shall vest in full in accordance with the following vesting schedule: 50% of the RSUs shall vest on the first anniversary of the Date of Grant and 50% of the RSUs shall vest on December 17, 2027;

3.22,989 RSUs, which shall vest in full in accordance with the following vesting schedule: 50% of the RSUs shall vest on the first anniversary of the Date of Grant and 50% of the RSUs shall vest on March 4, 2028;

4.11,264 RSUs, which shall vest in full in accordance with the following vesting schedule: 50% of the RSUs shall vest on the first anniversary of the Date of Grant and 50% of the RSUs shall vest on March 4, 2028; and

5.32,258 RSUs, which shall vest in full in accordance with the following vesting schedule: one-third of the RSUs shall vest on the first anniversary of the Date of Grant, one-third of the RSUs shall vest on March 2, 2028 and one-third of the RSUs shall vest on March 2, 2029.

The RSU awards described above are subject to the terms and conditions of the 2013 Plan and the form of restricted stock unit award agreement adopted thereunder. Each RSU is settleable into a Share of common stock upon vesting.

Performance Unit Award

Effective as of the Date of Grant, Mr. Hershkowitz was awarded 32,258 PSUs (the “Target PSUs”) with performance conditions materially consistent with the Company’s previously-approved (effective as of March 2, 2026) incentive compensation plan design for fiscal year 2026 (the “2026 LTI Plan”) surrounding awards of PSUs with performance-based vesting conditions tied to (i) a target adjusted EBITDA goal1 for the fiscal year beginning on January 1, 2026 and ending on December 31, 2026 (the “Performance Period”) and (ii) a total target revenue goal for the Performance Period.

The method for calculating the number of Target PSUs eligible for vesting at the end of the Performance Period (the “Earned PSUs”) in accordance with the terms of the 2026 LTI Plan is as described in the Company’s Current Report on Form 8-K dated March 3, 2026 (the “2026 LTI Plan Form 8-K”), a copy of which is incorporated herein by reference insofar as may be applicable to Mr. Hershkowitz’s October 1, 2026 PSU award. Once earned, the Earned PSUs will remain subject to a service-based vesting requirement, as follows: one-third of the number of Earned PSUs shall vest on October 1, 2027, one-third of the number of Earned PSUs shall vest on March 2, 2028 and one-third of the number of Earned PSUs shall vest on March 2, 2029, subject to Mr. Hershkowitz continuing to be a Service Provider through each such vesting date.

The PSU awards described above are subject to the terms and conditions of the 2013 Plan and the form of performance unit award agreement adopted thereunder. Each Earned PSU is settleable into a Share of common stock upon vesting. Please refer to the 2026 LTI Plan Form 8-K for additional information regarding the 2026 LTI Plan, including the provisions under the form of performance unit award agreement providing for accelerated vesting if the awardee is terminated without “cause” or resigns for “good reason” within 24 months following a “change of control” of the Company.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.

Exhibit Title

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

1 EBITDA is the Company’s (i) net income for the Performance Period adjusted to exclude (ii) interest expense, (iii) income tax expense and (iv) depreciation and amortization expense (in each case of (i) through (iv), determined in accordance with generally accepted accounting principles and as to be reported in the Company’s Annual Report on Form 10-K for its fiscal year ending December 31, 2026). Adjusted EBITDA is the Company’s “Adjusted EBITDA” for the Performance Period, as such term is defined in the Company’s fiscal year 2025 earnings press release, a copy of which was furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated February 19, 2026.

SIGNATURES

` Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

RIMINI STREET, INC.

Dated: October 2, 2026

By: /s/ Seth A. Ravin

Name: Seth A. Ravin

Title: President and Chief Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.3

Cover

Oct. 02, 2026

Document Information [Line Items]

Entity Central Index Key

0001635282

Amendment Flag

false

Document Type

8-K

Document Period End Date

Oct. 02, 2026

Entity Registrant Name

Rimini Street, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-37397

Entity Tax Identification Number

36-4880301

Entity Address, Address Line One

1700 S. Pavilion Center Drive

Entity Address, Address Line Two

Suite 330

Entity Address, City or Town

Las Vegas

Entity Address, State or Province

Entity Address, Postal Zip Code

89135

City Area Code

(702)

Local Phone Number

839-9671

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common Stock

Document Information [Line Items]

Title of 12(b) Security

Common Stock, par value $0.0001 per share

Trading Symbol

RMNI

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_DocumentInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: