rmni-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number: 001-37397


Rimini Street, Inc.
(Exact name of registrant as specified in its charter)


Delaware						36-4880301
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1700 S. Pavilion Center Drive, Suite 330, Las Vegas, NV						89135
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code:						(702) 839-9671

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨			Accelerated filer þ			Non-accelerated filer ¨


Smaller reporting company ☐						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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No þ

The registrant had approximately 92,560,000 shares of its $0.0001 par value common stock outstanding as of April 28, 2026.

RIMINI STREET, INC.

TABLE OF CONTENTS


		Page

PART I. FINANCIAL INFORMATION		2

ITEM 1.	Financial Statements	2

	Unaudited Condensed Consolidated Balance Sheets	2

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income	3

	Unaudited Condensed Consolidated Statements of Stockholders' Deficit	4

	Unaudited Condensed Consolidated Statements of Cash Flows	5

	Notes to Unaudited Condensed Consolidated Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	33

ITEM 4.	Controls and Procedures	33

PART II. OTHER INFORMATION		34

ITEM 1.	Legal Proceedings	34

ITEM 1A.	Risk Factors	34

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57

ITEM 3.	Defaults Upon Senior Securities	57

ITEM 4.	Mine Safety Disclosures	57

ITEM 5.	Other Information	57

ITEM 6.	Exhibits	58

SIGNATURES		59

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements.

RIMINI STREET, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)


	March 31,		December 31,
	2026		2025
ASSETS
Current assets:
Cash and cash equivalents	$	132,189	$	119,974
Restricted cash, current	342		341
Accounts receivable, net of allowance of $1,783 and $1,443, respectively	95,746		136,866
Deferred contract costs, current	17,570		17,734
Prepaid expenses and other	28,286		25,447
Total current assets	274,133		300,362
Long-term assets:
Restricted cash, noncurrent	784		785
Property and equipment, net of accumulated depreciation and amortization of $23,952 and $23,822, respectively	9,879		10,239
Operating lease right-of-use assets	20,494		21,371
Deferred contract costs, noncurrent	24,087		24,436
Deposits and other	8,745		8,379
Deferred income taxes, net	58,979		57,540
Total assets	$	397,101	$	423,112
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Current maturities of long-term debt	$	—	$	4,031
Accounts payable	4,966		5,752
Accrued compensation, benefits and commissions	33,747		39,609
Other accrued liabilities	23,475		24,307
Operating lease liabilities, current	4,815		4,984
Deferred revenue, current	257,382		268,717
Total current liabilities	324,385		347,400
Long-term liabilities:
Long-term debt, net of current maturities	56,412		63,156
Deferred revenue, noncurrent	19,947		18,824
Operating lease liabilities, noncurrent	17,357		18,843
Other long-term liabilities	1,566		1,918
Total liabilities	419,667		450,141
Commitments and contingencies (Note 8)
Stockholders’ deficit:
Preferred stock; $0.0001 par value. Authorized 99,820 (excluding 180 shares of Series A Preferred Stock) no other series has been designated	—		—
Common stock; $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding 92,133 and 91,603 shares, respectively	9		9
Additional paid-in capital	184,073		181,075
Accumulated other comprehensive loss	(5,509)		(5,613)
Accumulated deficit	(200,023)		(201,384)
Treasury stock, at cost; 137 and 137 shares, respectively	(1,116)		(1,116)
Total stockholders' deficit	(22,566)		(27,029)
Total liabilities and stockholders' deficit	$	397,101	$	423,112

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RIMINI STREET, INC.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share amounts)


	Three Months Ended March 31,
	2026		2025
Revenue	$	105,473	$	104,204
Cost of revenue	43,208		40,670
Gross profit	62,265		63,534
Operating expenses:
Sales and marketing	38,636		34,255
General and administrative	17,850		17,531
Reorganization costs	407		462
Research and development	571		—
Litigation costs and related recoveries:
Professional fees and other costs of litigation	—		1,925
Litigation costs and related recoveries, net	—		1,925
Total operating expenses	57,464		54,173
Operating income	4,801		9,361
Non-operating income and (expenses):
Interest expense	(1,251)		(1,675)
Other income (expenses), net	(1,240)		(77)
Income before income taxes	2,310		7,609
Income taxes	(949)		(4,259)
Net income	1,361		3,350
Other comprehensive income
Foreign currency translation gain (loss)	(322)		674
Derivative instrument and other adjustments, net of tax	426		(983)
Comprehensive income	$	1,465	$	3,041

Net income per share attributable to common stockholders:
Basic	$	0.01	$	0.04
Diluted	$	0.01	$	0.04
Weighted average number of shares of Common Stock outstanding:
Basic	91,791		91,240
Diluted	93,918		93,320

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RIMINI STREET, INC.

Unaudited Condensed Consolidated Statements of Stockholders' Deficit

(In thousands)


	Three Months Ended March 31,
	2026		2025
Common Stock, Shares
Beginning of period	91,603		91,120
Exercise of stock options for cash	124		2
Restricted and performance stock units vested	406		229
End of period	92,133		91,351

Total Stockholders' Deficit, beginning of period	$	(27,029)	$	(69,445)
Common Stock, Amount
Beginning of period	9		9
Exercise of stock options for cash	—		—
Restricted and performance stock units vested	—		—
End of period	9		9
Additional Paid-in Capital
Beginning of period	181,075		177,533
Stock based compensation expense	2,661		2,702
Exercise of stock options for cash	337		6
Restricted and performance stock units vested	—		—
End of period	184,073		180,241
Accumulated Other Comprehensive Loss
Beginning of period	(5,613)		(7,389)
Other comprehensive income (loss)	104		(309)
End of period	(5,509)		(7,698)
Accumulated Deficit
Beginning of period	(201,384)		(238,482)
Net income	1,361		3,350
End of period	(200,023)		(235,132)
Treasury Stock	(1,116)		(1,116)
Total Stockholders' Deficit, end of period	$	(22,566)	$	(63,696)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RIMINI STREET, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)


	Three Months Ended March 31,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,361	$	3,350
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense	2,661		2,702
Depreciation and amortization	995		930
Accretion and amortization of debt discount and issuance costs	162		162
Deferred income taxes	(1,450)		2,464
Amortization and accretion related to operating right of use assets	1,350		1,191
Other	31		—
Changes in operating assets and liabilities:
Accounts receivable, net	41,369		57,491
Prepaid expenses, deposits and other	(2,833)		(1,166)
Deferred contract costs	513		2,030
Accounts payable	(779)		(431)
Accrued compensation and other accruals	(8,604)		(7,283)
Deferred revenue	(10,253)		(27,732)
Net cash provided by operating activities	24,523		33,708
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(648)		(895)
Net cash used in investing activities	(648)		(895)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on term loan borrowings	(10,938)		(938)
Principal payments on capital leases	—		(94)
Proceeds from exercise of employee stock options	337		6
Net cash used in financing activities	(10,601)		(1,026)
Effect of foreign currency translation changes	(1,059)		2,768
Net change in cash, cash equivalents and restricted cash	12,215		34,555
Cash, cash equivalents and restricted cash at beginning of period	121,100		89,222
Cash, cash equivalents and restricted cash at end of period	$	133,315	$	123,777

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RIMINI STREET, INC.

Unaudited Condensed Consolidated Statements of Cash Flows, Continued

(In thousands)


	Three Months Ended March 31,
	2026		2025
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	1,091	$	1,513
Cash paid for income taxes	1,000		843
Cash paid for withholding taxes	968		766

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

RIMINI STREET, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 March 31, 2026, and operating results for the three months ended March 31, 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 March 31, 2026, the Company’s current liabilities exceeded its current assets by $50.3 million, and the Company recorded net income of $1.4 million for the three months ended March 31, 2026. As of March 31, 2026, the Company had available cash, cash equivalents and restricted cash of $133.3 million. As of March 31, 2026, the Company’s current liabilities included $257.4 million of deferred revenue whereby the costs of fulfilling the Company’s commitments to provide services to its clients was approximately 41% of the related deferred revenue for the three months ended March 31, 2026.

On April 30, 2024, the Company refinanced its $90 million five-year term loan into a new five-year term loan of $75 million (as amended by Amendment No. 1 thereto dated March 27, 2026, the “Credit Facility”). On February 4, 2026 and March 30, 2026, the Company made voluntary prepayments of $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 until March 31, 2028. 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 $5.0 million. During the three months ended March 31, 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.

RIMINI STREET, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED 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 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 March 31, 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 March 31, 2026 and December 31, 2025, the Company had cash and cash equivalents with a single financial institution for an aggregate of $50.6 million and $45.3 million, respectively. In addition, as of March 31, 2026 and December 31, 2025, the Company had cash and cash equivalents with three other single financial institutions of $60.6 million and $54.6 million, respectively. As of March 31, 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

RIMINI STREET, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 assessing 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 assessing 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 assessing 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):


	Three Months Ended March 31,
	2026		2025
Deferred contract costs, current and noncurrent, as of the beginning of period	$	42,170	$	39,160
Capitalized commissions during the period	4,461		2,693
Amortized deferred contract costs during the period	(4,974)		(4,723)
Deferred contract costs, current and noncurrent, as of the end of period	$	41,657	$	37,130

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


	Three Months Ended March 31,
	2026		2025
Deferred revenue, current and noncurrent, as of the beginning of period	$	287,541	$	281,197
Billings, net	95,261		79,430
Revenue recognized	(105,473)		(104,204)
Deferred revenue, current and noncurrent, as of the end of period	$	277,329	$	256,423

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 March 31, 2026 and December 31, 2025, contract assets amounted to $0.6 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.

RIMINI STREET, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 March 31, 2026, remaining performance obligations amounted to $643.6 million, of which $277.3 million was billed and recorded as deferred revenue.

The Company expects to recognize revenue on approximately $257.4 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):


	March 31,		December 31,
	2026		2025
Prepaid expenses	$	19,119	$	15,436
Foreign tax refunds receivable	3,732		3,238
Contract assets	595		1,922
Deposits	1,600		1,608
Other	3,240		3,243
Total prepaid expenses and other current assets	$	28,286	$	25,447

Other Accrued Liabilities, including Accrued Reorganization Costs

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


	March 31,		December 31,
	2026		2025
Accrued sales and other taxes	$	8,241	$	7,868
Accrued professional fees	4,353		4,014
Accrued reorganization costs	436		2,521
Income taxes payable	2,295		1,996
Accrued litigation costs	489		543
Other accrued expenses	7,661		7,365
Total other accrued liabilities	$	23,475	$	24,307

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


	Three Months Ended March 31,
	2026		2025
Accrued reorganization costs, as of the beginning of period	$	2,521	$	1,052
Charges	407		462
Cash payments	(2,490)		(1,255)
Foreign currency impact	(2)		—
Accrued reorganization costs, as of the end of period	$	436	$	259

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):

RIMINI STREET, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	March 31,		December 31,
	2026		2025
Term Loan	$	56,412	$	67,187
Less current maturities	—		(4,031)
Long-term debt, net of current maturities	$	56,412	$	63,156

On April 30, 2024, the Company refinanced its $90 million five-year term loan, which had an outstanding principal balance of $70.9 million, with the Credit Facility, a new five-year senior secured credit facility consisting of a $75.0 million term loan and a $35.0 million revolving line of credit.

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):


	Three Months Ended March 31,
	2026		2025
Principal payments on term loan	$	(10,938)	$	(938)

On February 4, 2026 and March 30, 2026, the Company made voluntary prepayments of $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 quarterly principal payment is March 31, 2028. The Company is scheduled to repay $5.9 million of principal during fiscal 2028, with the remaining principal payments of $1.9 million and $50.6 million to be paid on March 30, 2029 and April 30, 2029, respectively.

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 March 31, 2026 and 2025, the effective interest rate for the term loan under the Credit Facility was 7.4% and 8.0%, respectively.

The fair value of the term loan under the Credit Facility was $58.9 million (Level 2 inputs) as of March 31, 2026 compared to the carrying value of $56.4 million as of March 31, 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 March 31, 2026.

In October 2024, the Company borrowed $15.0 million under the revolving line of credit, which remained outstanding as of March 31, 2025. For the three months ended March 31, 2025, the average interest rate under the revolving line of credit under the Credit Facility was 7.1%. As of December 31, 2025, there were no outstanding borrowings on the revolving line of credit.

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 “Guaranty and Security Agreement”), 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.

RIMINI STREET, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 new five-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):


	Three Months Ended March 31,
	2026		2025
Credit Facility:
Interest expense under term loan	$	1,068	$	1,232
Accretion expense related to discount and issuance costs	162		162
Interest expense under revolving line of credit	—		262
Interest for other items	21		19
	$	1,251	$	1,675

For the three months ended March 31, 2026, interest expense included an increase related to interest rate swap net payments made for $2 thousand.

For the three months ended March 31, 2025, interest expense included a reduction related to interest rate swap payments received of $0.1 million.

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

Common Stock Repurchased

During the three months ended March 31, 2026 and 2025, the Company did not 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 March 31, 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.

RIMINI STREET, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 months ended March 31, 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 $0.4 million and $0.4 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the unrecognized expense of $2.3 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 1.9 years.

Restricted Stock Units

For the three months ended March 31, 2026, the Company granted RSUs under the 2013 Plan for an aggregate of approximately 0.6 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 $3.78 per share, the aggregate fair value for the shares underlying the RSUs amounted to $2.2 million as of the grant date that will be recognized as compensation cost over the vesting period.

For the three months ended March 31, 2026 and 2025, the Company recognized compensation expense related to RSUs of approximately $1.5 million and $1.4 million, respectively. As of March 31, 2026, the unrecognized expense of $7.8 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 three months ended March 31, 2026, the Company granted stock options for the purchase of an aggregate of approximately 1.3 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 expire ten years after the grant date.

RIMINI STREET, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth a summary of stock option activity under the 2013 Plan for the three months ended March 31, 2026 (shares in thousands):


	Shares	Price (1)		Term (2)
Outstanding, December 31, 2025	9,420	$	4.52	6.6
Granted	1,337	3.79
Exercised	(124)	2.71
Forfeited	(319)	3.13
Expired	(109)	6.42
Outstanding, March 31, 2026 (3)(4)	10,205	4.47

SEC Form 10-Q filed by Rimini Street Inc. (DE)