Rimini Street, Inc. Approves 2026 Long-Term Incentive Plan for Top Executives

Key Highlights

• Board Approves 2026 LTI Plan: On March 3, 2026, Rimini Street, Inc.’s Board of Directors approved a new 2026 Long-Term Incentive Plan (“2026 LTI Plan”) for its executive officers.
• Award Structure: The plan consists of Performance Stock Units (PSUs), Restricted Stock Units (RSUs), and Stock Options, all granted under the company’s existing 2013 Equity Incentive Plan.
• Participants: The plan targets key executive officers including the CEO, CFO, and CMO.
• Significant Equity Grants: Substantial equity awards have been made, with CEO Seth A. Ravin receiving the largest package.
• Shareholder Impact: The scale and terms of these awards, their vesting tied to performance metrics, and the potential for dilution may impact shareholder value.

Detailed Breakdown

1. 2026 Long-Term Incentive Plan (LTI) Overview

The 2026 LTI Plan is designed to align executive compensation with the financial and operational performance of Rimini Street, Inc. The plan’s primary components include:

• Performance Stock Units (PSUs): Vesting is tied to performance metrics such as Adjusted EBITDA and Total Revenue for a defined performance period.
• Restricted Stock Units (RSUs): Typically subject to continued service-based vesting.
• Stock Options: Executives have received options to purchase company shares at an exercise price of \$3.72, the closing price on the grant date.

2. Grants to Named Executive Officers

Note: The number of shares for PSUs and RSUs was calculated using the closing price of \$3.72 per share. Stock Options were valued using the Black-Scholes model, and the exercise price is also \$3.72.

3. Vesting and Performance Conditions

• PSUs: Vesting is contingent on achieving both Adjusted EBITDA and Total Revenue targets for the performance period. 50% of PSUs vest based on Adjusted EBITDA, and 50% on Total Revenue, using established payout factors.
• RSUs: Typically vest based on continued service.
• Stock Options: Vesting details are not fully described but are subject to the 2013 Equity Incentive Plan terms. All options have an exercise price set at the grant date market close.

4. Shareholder and Share Price Impact

• Potential Dilution: The volume of equity granted to executives is significant, particularly the 2.64 million options to the CEO. This could result in dilution for existing shareholders if/when exercised.
• Performance Alignment: The structure aims to incentivize and retain senior management, aligning their potential rewards with the interests of shareholders via performance conditions.
• Public Disclosure: While such plans are common, the magnitude of the awards and the direct link to financial performance may draw investor attention. If the company outperforms, executives stand to gain substantially, which could be seen positively or negatively depending on execution and subsequent share price performance.

5. Additional Information

• All awards and the plan itself are subject to the terms of the company’s 2013 Equity Incentive Plan (as amended).
• The company is not an emerging growth company under SEC definitions as of this filing.
• No written communications, soliciting materials, or pre-commencement tender offers are associated with this filing.

Conclusion

The approval and grant of significant long-term equity incentives to Rimini Street, Inc.’s executive team is a material development for investors. The plan both incentivizes management to meet ambitious financial goals and has the potential to dilute existing shareholders if performance targets are met. Investors should monitor future disclosures for updates on performance against these targets and any further equity grants or exercises.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review all company filings and consult with their financial advisors before making investment decisions. Past performance is not indicative of future results. The details herein are summarized from official SEC filings and may not include all possible information.

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