RMNI US Equity☆

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Rimini Street, Inc. was formed in the State of Nevada in 2005 and, through a merger in 2017 with a public company, became Rimini Street, Inc., a Delaware corporation (referred to as the “Company”, “we” and “us”), trading on the Nasdaq Global Market under the ticker symbol “RMNI”. References to “management” or “management team” refer to the officers of the Company.

A discussion regarding our financial condition and results of operations for fiscal 2025 compared to fiscal 2024 is presented below. A discussion regarding our financial condition and results of operations for fiscal 2024 compared to fiscal 2023 that are not in this Report can be found under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 27, 2025, which discussion is hereby incorporated by reference and is available on the SEC’s website at sec.gov.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and the related notes to those statements included in Item 8 of this Report. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” in Item 1A and elsewhere in this Report. See also “Cautionary Note Regarding Forward-Looking Statements” contained in this Report.

Certain figures, such as interest rates and other percentages included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our Consolidated Financial Statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

Overview

Rimini Street, Inc. and its subsidiaries are collectively global providers of end-to-end third-party enterprise software support, managed services and Agentic AI ERP innovation solutions.

Our mission is to enable our clients to better control their IT roadmap by offering a comprehensive portfolio of unified software support services and related ERP solutions – designed to be funded within existing budgets – to accelerate the vision of Transformation without Disruption,TM empowering clients to put technology to work to produce more efficient business outcomes to provide a competitive advantage and facilitate growth.

We founded Rimini Street to disrupt and redefine the enterprise software support market by developing and delivering new solutions that filled an unmet need in the enterprise software market: an alternative to software vendor support. We became and remain the leading independent software support provider for enterprise software based on both the number of active clients supported and recognition by industry analyst firms.

As our reputation for technical capability, value, ingenuity, responsiveness and reliability has grown over the past twenty years, clients and prospects have asked us to expand the scope of our support, product and service offerings to meet other current and evolving needs and opportunities related to their enterprise software. As a result, we began expanding our solutions portfolio (our “Solutions Portfolio”) to provide a wider array of support for enterprise software – including an expanded list of supported software through our Rimini Custom program; managed services for Workday, Dayforce and ServiceNow; and new solutions for security, interoperability, observability and consulting.

We believe that our current and prospective clients often seek to reduce the number of IT vendors to allow more manageable governance, with a desire to select vendors who can provide a wider scope of IT services and become true trusted partners.

We also understand that clients and client prospects increasingly face shrinking IT budgets, driving a further need to obtain efficiencies and savings across their entire enterprise software landscape while meeting expectations of continued new innovation to remain competitive in their respective industries – doing more with less.

-49-

To address these evolving needs and to service what we believe is a significantly expanded addressable market opportunity, we have developed a proprietary operating model for enterprise software, the Rimini Smart Path.

The Rimini Smart Path methodology applies a portfolio of solutions to transform how businesses support and optimize their software portfolio so they can innovate with new technologies, such as agentic artificial intelligence (AI). It has three steps: Support > Optimize > Innovate. We believe that by following the Rimini Smart Path, IT and business leaders can transform how they support and optimize their enterprise software portfolio to maximize return on their software investments, save on software support costs and improve operational performance. In our experience, these measures unlock the ability to innovate within existing IT budgets, including by investing in AI solutions such as Rimini Agentic UX, which was initially launched in December 2025 in partnership with ServiceNow® as an intelligent user experience layer powered by AI and deployed across existing enterprise software systems for process automation, AI-enabled productivity and enterprise visibility.

As of December 31, 2025, we employed over 1,980 professionals and supported over 3,100 active clients globally, including approximately 78 Fortune 500 companies and 20 Fortune Global 100 companies across a broad range of industries. We define an active client as a distinct entity, such as a company, an educational or government institution, or a business unit of a company that purchases our support, products or services. For example, we count as two separate active client instances in circumstances where we provide support for two different products to the same entity. We market and sell our services globally, primarily through our direct sales force, and have wholly-owned subsidiaries in Australia, Brazil, Canada, UAE (Dubai), France, Germany, Hong Kong, India, Indonesia (Foreign Trade Representative Office), Israel, Japan, Korea, Malaysia, Mexico, Netherlands, New Zealand, Poland, Singapore, Sweden, Taiwan, the United Kingdom and the United States. For a discussion on our competitors, refer to “Competition” (Part I, Item 1 of this Report).

We believe our subscription-based revenue provides a strong foundation for, and visibility into, future period results. We generated revenue of $421.5 million and $428.8 million for the years ended December 31, 2025 and 2024, respectively, representing a year-over-year decrease of 2%. We have a history of losses, and as of December 31, 2025, we had an accumulated deficit of $201.4 million. We recorded net income of $37.1 million and a net loss of $36.3 million for the years ended December 31, 2025 and 2024, respectively. We generated approximately 46% of our revenue in the United States and approximately 54% of our revenue from our international business for the year ended December 31, 2025.

Since our inception, we have financed our operations through cash collected from clients and net proceeds from equity financings and borrowings.

We intend to continue investing for long-term revenue growth and profitability. We have invested and expect to continue investing in expanding our ability to market, sell and provide our current and future products and services to clients globally. We also expect to continue investing in the development and improvement of new and existing enterprise software support, products, and services to address current and evolving client needs.

Our Business Model

Enterprise software support, products and services is one of the largest categories of overall global IT spending. We believe that for mission-critical ERP, CRM and related enterprise software, the costs associated with failure, downtime, security exposure and maintaining the tax, legal and regulatory compliance of these core software systems have also increased. We also believe organizations are increasingly creating more complex IT environments that are a mixture of multiple technologies, business models and vendors, including traditional license and subscription license software solutions, deployed across the client’s system and cloud computing providers (hybrid IT environments), and consisting of proprietary and non-proprietary open-source software, all from a multitude of different technology vendors. As a result, we believe that licensees often view software support as a mandatory cost of doing business.

The majority of our revenue through December 31, 2025, was generated from our support solutions.

In a traditional licensing model, the customer typically procures a perpetual software license and pays for the license in a single upfront fee (“perpetual license”), and base software support services can be optionally procured from the software vendor for an annual fee that is typically 20–23% of the total cost of the software license. In a newer subscription-based licensing model, such as software as a service (“SaaS”), the customer generally pays for the usage of the software on a monthly or annual basis (“subscription license”). Under a subscription license, the product license and a base level of software support are generally bundled together as a single purchase, and the base level of software support is not procured separately nor is it an optional purchase.

-50-

When we provide our support solutions for a traditional software license, we generally offer our clients service for a fee that we believe is equal to approximately 50% of the annual fees charged by the software vendor for their base support. When providing supplemental software support for a perpetual license, where the client procures our support service in addition to retaining the software vendor’s base support, we generally offer our clients service for a fee that we believe is equal to approximately 25% of the annual fees charged by the software vendor for their base support. We also offer a special support service, Rimini Street Extra Secure Support, available to clients that require a more rigorous level of security background checks and/or government security clearance for engineers accessing a client’s system than our standard employment security background check and requirements. Clients may be asked to pay an additional fee for Rimini Street Extra Secure Support.

We offer a breadth of enterprise software support, products and services through our Solutions Portfolio that are designed to meet specific client needs and to provide what we believe is exceptional value and return for the fees charged. For more details about our Solutions Portfolio, please see Item 1 “Business” included in Part I of this Report. For information regarding our invoicing practices for non-subscription-based services, see Note 2 (Revenue Recognition - Other Services) to the Consolidated Financial Statements included in Part II, Item 8 of this Report.

Key Business Metrics

Number of clients

Since the founding of our Company, we have made the expansion of our client base a priority. We believe that our ability to expand our client base is an indicator of the growth of our business, the success of our sales and marketing activities, and the value that our services bring to our clients. We define an active client as a distinct entity, such as a company, an educational or government institution, or a business unit of a company that purchases our services to support a specific product. For example, we count as two separate active clients when support for two different products is being provided to the same entity. As of December 31, 2025 and 2024, we had approximately 3,100 and 3,080 active clients, respectively.

We define a unique client as a distinct entity, such as a company, an educational or government institution or a subsidiary, division or business unit of a company that purchases one or more of our support, products or services. We count as two separate unique clients when two separate subsidiaries, divisions or business units of an entity purchase our products or services. As of December 31, 2025 and 2024, we had over 1,560 and 1,570 and unique clients, respectively.

The increase in our active client counts is attributable to a combination of new unique client wins as well as to cross-sales of new support, products and services to existing clients. While we saw strong unique client wins throughout the year, we did lose some clients with a single product line, which resulted in a decline in our ending unique client count. As noted previously, we intend to focus future growth on both new and existing clients who more broadly adopt our enterprise software products and services.

Annualized subscription revenue

We recognize subscription revenue on a daily basis. We define annualized subscription revenue as the amount of subscription revenue recognized during a quarter and multiplied by four. This gives us an indication of the revenue that can be earned in the following 12-month period from our existing client base assuming no cancellations or price changes occur during that period.

Our annualized subscription revenue was approximately $411 million and $415 million as of December 31, 2025 and 2024, respectively. Our annualized subscription revenue calculated as of December 31, 2025 and 2024, respectively, excluded one-time subscription revenue recognized due to client terminations, as noted under the heading “Results of Operations,” below. Excluding subscription revenue from support for Oracle PeopleSoft products, our annualized subscription revenue was $396 million and $384 million as of December 31, 2025 and 2024, respectively.

Subscription revenue, which excludes any non-recurring revenue, was $400 million and $413 million for the years ended December 31, 2025 and 2024, respectively. Excluding subscription revenue from support for Oracle PeopleSoft products, our subscription revenue was $380 million and $382 million as of December 31, 2025 and 2024, respectively.

-51-

Revenue retention rate

A key part of our business model is the recurring nature of our revenue. As a result, it is important that we retain clients after the completion of the non-cancelable portion of the support period. We believe that our revenue retention rate provides insight into the quality of our products and services and the value that our products and services provide our clients.

We define revenue retention rate as the actual subscription revenue (dollar-based) recognized in a 12-month period from clients that existed on the day prior to the start of the 12-month period divided by our annualized subscription revenue as of the day prior to the start of the 12-month period. Our revenue retention rate was 88% and 88% for each of the years ended December 31, 2025 and 2024, respectively.

Gross margin

We derive revenue through the sale of our enterprise software products and services. All the costs incurred in providing these products and services are recognized as part of the cost of revenue. The cost of revenue includes all direct product line expenses, as well as the expenses incurred by our shared services organization which supports all product lines.

We define gross profit as the difference between revenue and the costs incurred in providing the software products and services. Gross margin is the ratio of gross profit divided by revenue. Our gross margin was approximately 60.4% and 60.9% for the years ended December 31, 2025 and 2024, respectively. Our gross profit margin declined for the year ended December 31, 2025 compared to the year ended December 31, 2024 due to a change in our revenue mix as evidenced by a decline in revenue attributable to services for Oracle PeopleSoft products and other subscription revenue, which was offset, in part, by an increase in professional services revenue.

Factors Affecting Our Operating Performance

Wind down of services for Oracle PeopleSoft products and Rimini II litigation settlement

In July 2024, we announced our plan to wind down services for Oracle PeopleSoft products and began the Wind Down project. The Wind Down includes our Rimini Support, Rimini Manage and Rimini Consult services for Oracle PeopleSoft products.

On July 7, 2025, we and our President, Chief Executive Officer and Chairman of the Board, Mr. Ravin, entered into a settlement agreement with affiliates of Oracle Corporation relating to the Rimini II litigation. Under the terms of this agreement, we are required to complete the Wind Down no later than by the end of the Wind Down Period (July 31, 2028). As we provide services for Oracle PeopleSoft products to clients globally, the Wind Down process is expected to take place over the Wind Down Period, but both the pace of revenue reduction and the final date that the Company will receive revenue from the discontinued services is unknown as of the date of this Report. We expect significant reductions in revenue related to services for Oracle PeopleSoft products over the course of the Wind Down Period. Please refer to Note 9 to our Consolidated Financial Statements, included in Part II, Item 8 of this Report, for additional information regarding our litigation with Oracle, including the Rimini II litigation.

Adoption of our enterprise software products and services

We believe the existing market for independent enterprise software support services is underserved. We are a global provider of enterprise software products and services, the leading third-party support provider for Oracle and SAP software products, and a Salesforce partner. We also believe the existing market for our other enterprise software products and services is underserved, and that we have unique products and services that can meet client needs in the marketplace. For example, we provide security, interoperability and compatibility products and services with the Rimini Protect and Rimini Connect solutions.

We also believe that our total addressable market for our enterprise software products and services is substantially larger than our current client base and the products and services we currently offer. As a result, we believe we have the opportunity to expand our global client base and to further increase adoption of our software products and services within and across existing clients. However, as the demand for independent (versus software vendor) enterprise software support services as well as our other software products and services is still emerging, it is difficult for us to predict the timing of when and if widespread acceptance will occur.

-52-

Sales cycle

We sell our services to our clients primarily through our direct sales organization. Our sales cycle, depending on the product or service, typically ranges from six months to a year from when a prospective client is initially engaged.

The variability in our sales cycle for software support services is impacted by whether software vendors or other current software support providers are able to convince our potential clients to upgrade or migrate from their existing ERP software. For potential clients who choose not to upgrade or migrate, variability in our sales cycle can also result from potential clients choosing to renew their software support contract with the existing vendor or procure or renew supplemental support services from the existing vendor, respectively. Another driver of our sales cycle variability is any announcement by a software vendor of their discontinuation, reduction or limitation of support services for a particular software product or release for which we continue to offer a competing support service. In addition, our sales cycle variability for software support is impacted by vendor discounts provided by software vendors to retain existing clients or attract potential clients.

Global economic uncertainty

We have experienced some clients not renewing our services due to the adverse impact on their businesses from current global economic uncertainty, as well as by the economic disruption continuing to be caused by current military conflicts, and recent political and trade turmoil between the U.S. and other countries, amongst other geopolitical challenges. While we do not physically operate in some of these countries where conflict is occurring, we do have operations in Israel. These global events, together with inflationary pressures, have negatively impacted the global economy.

Uncertainty regarding changes continuing to be made in laws and regulations by the current U.S. administration, changing interest rates, along with uncertainty about U.S. trade policies, particularly when pertaining to treaties, tariffs and other limitations on international trade, are causing economic and geopolitical uncertainty. Despite these macroeconomic and geopolitical pressures, we expect to continue to be able to market, sell and provide our current and future products and services to clients in non-sanctioned countries globally. We also expect to continue investing in the development and improvement of new and existing products and services to address client needs. Further, although our operations are influenced by general economic conditions, we do not believe the impacts of the economic disruptions described above had a significant net impact on our revenue or results of operations during the year ended December 31, 2025.

The extent to which inflation, interest rate changes and continuing global economic and geopolitical uncertainty impact our business going forward, however, will depend on numerous evolving factors we cannot reliably predict and that are beyond our control, including continued governmental and business actions in response to increasing global economic and geopolitical uncertainty. As such, the effects of rising inflation, interest rate changes and other negative impacts on the global economy may not be fully reflected in our financial results until future periods. Refer to “Risk Factors” (Part II, Item 1A of this Report) for a discussion of these factors and other risks.

Key Components of Consolidated Statements of Operations

Revenue. We currently derive significant portion of our revenue from subscription-based contracts for software services. Revenue from these contracts is recognized ratably on a straight-line basis over the applicable service period.

Cost of revenue. Cost of revenue includes salaries, benefits and stock-based compensation expenses associated with our technical support and service delivery organizations, as well as allocated overhead and non-personnel expenses such as outside services, professional fees and travel-related expenses. Allocated overhead includes overhead costs for depreciation of equipment, facilities (consisting of leasehold improvements and rent) and technical operations (including costs for compensation of our personnel and costs associated with our infrastructure). We recognize expenses related to our technical support and service delivery organizations as they are incurred. All other costs include royalties paid for the use of products or services resold or licensed to clients, which were provided by other vendors.

Sales and marketing expenses. Sales and marketing expenses consist primarily of personnel costs for our sales, marketing and business development employees and executives, amortization expense associated with capitalized sales commissions, sales commissions that do not qualify for capitalization, travel-related expenses, outside services and allocated overhead.

General and administrative expenses. General and administrative expenses consist primarily of personnel costs for our administrative, legal, human resources, finance and accounting employees and executives. These expenses also include non-

-53-

employee expenses, such as travel-related expenses, outside services, legal, auditing and other professional fees, and general corporate expenses, along with an allocation of our general overhead expenses.

Reorganization costs.These costs consist primarily of severance costs associated with reorganization activities that occurred in 2025 and 2024.

Litigation costs and related recoveries, net. Litigation costs and benefits consist of legal settlements and third-party professional fees to defend against litigation claims. Any settlements paid to or received from other parties are recorded as litigation settlement.

Interest expense. Interest expense is incurred under our 2024 Credit Facility (as defined below) and other debt obligations. The components of interest expense include the amount of interest payable in cash at the stated interest rate, interest that is payable in kind through additional borrowings, make-whole applicable premium, and accretion of debt discounts and issuance costs using the effective interest method. Interest expense also includes payments incurred or received as a result of the interest rate swap agreement.

Other income, net. Other income, net consists primarily of gains or losses on foreign currency transactions and interest income.

Income taxes. The provision for income taxes is based on the amount of our taxable income and enacted federal, state and foreign tax rates, as adjusted for allowable credits and deductions. Our provision for income taxes consists primarily of foreign taxes for the periods presented, as our taxable income for U.S. federal and state purposes is offset by net operating losses. In assessing the realizability of deferred tax assets, we considered whether it is more likely than not that some portion or all of the deferred tax assets would not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

-54-

Results of Operations

Comparison of Years ended December 31, 2025 and 2024

Our consolidated statements of operations for the years ended December 31, 2025 and 2024 are presented below (in thousands):

Variance

Cost of revenue:

Operating expenses:

Non-operating expenses:

_____________________

(1)Includes the portion of costs for information technology, security services and facilities costs that are allocated to cost of revenue. In our Consolidated Financial Statements, such costs are allocated between cost of revenue, sales and marketing, and general and administrative expenses based primarily on relative headcount, except for facilities which is based on occupancy.

Revenue. Revenue decreased from $428.8 million for the year ended December 31, 2024 to $421.5 million for the year ended December 31, 2025, a decrease of $7.2 million or 2%. The decline was due, in part, to a reduction of our Oracle PeopleSoft and other subscription clients of $12.9 million. The decline in our subscription revenue was offset, in part, by an increase of our professional services of $5.8 million. Included in our subscription revenue was $2.1 million and $5.4 million for the year ended December 31, 2025 and 2024, respectively, related to separate one-time revenue recognition for two different client terminations.

On a regional basis, United States revenue declined from $210.0 million for fiscal 2024 to $193.0 million for fiscal 2025, a decline of $17.0 million or 8%, while international revenue grew from $218.8 million for fiscal 2024 to $228.5 million for fiscal 2025, an increase of $9.7 million or 4%.

We are required by the terms of our 2025 Settlement Agreement with Oracle to complete our previously-announced Wind Down of support and services for Oracle PeopleSoft products no later than July 31, 2028. The percentage of revenue derived from support and services which we provide solely for Oracle PeopleSoft products was approximately 5% and 8% of our total revenue for the years ended December 31, 2025 and 2024, respectively.

-55-

Cost of revenue. Total cost of revenue decreased from $167.7 million for the year ended December 31, 2024 to $166.9 million for the year ended December 31, 2025, a decline of $0.8 million or 0.5%. This decline was due to a decrease in our costs for employee compensation and benefits of $5.3 million, offset by an increase in administrative allocations of $1.8 million, an increase in outside engineering costs of $1.7 million and an increase of $1.1 million related to all other costs.

The $5.3 million decrease in cost of revenue attributable to employee compensation and benefits for the year ended December 31, 2025 was primarily due to a 6% reduction in the average number of employees in 2025 compared to 2024.

Gross Profit. Gross profit decreased from $261.0 million for the year ended December 31, 2024 to $254.6 million for the year ended December 31, 2025, a decline of $6.4 million or 2%. Gross margin for the year ended December 31, 2024 was 60.9% compared to 60.4% for the year ended December 31, 2025. Our revenue for the year ended December 31, 2025 declined by $7.2 million or 2% compared to the year ended December 31, 2024. Total cost of revenue for the year ended December 31, 2025 decreased by $0.8 million, or 0.5%, compared to the year ended December 31, 2024. Given that the decrease in the cost of revenue was 0.5% was less than our decline in revenue of 2%, we realized a decline of 50 basis points in our gross margin for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Sales and marketing expenses. As a percentage of our revenue, sales and marketing expenses have increased from 35% for the year ended December 31, 2024 to 36% for the year ended December 31, 2025. In dollar terms, sales and marketing expenses increased from $149.7 million for the year ended December 31, 2024 to $151.6 million for the year ended December 31, 2025, an increase of $1.8 million or 1%. This increase was primarily due to (i) a $2.7 million increase in employee compensation and benefits, (ii) a $2.4 million increase in administrative allocated costs and (iii) a $0.8 million increase of other costs. These costs increases were offset by (iv) a $3.6 million decrease in travel and entertainment costs, primarily related to a sales training event held in January 2024 not held in 2025 and (v) a $0.9 million net decline for advertising, marketing and promotional costs and trade shows.

The $2.7 million increase in employee compensation and benefits for the year ended December 31, 2025 was primarily due to increases in stock-based compensation expense of $1.8 million, bonus expense of $1.4 million, salaries and wages of $0.8 million, offset, in part, by a decline in commissions of $1.6 million and other benefits of $0.2 million.

We expect to incur higher sales and marketing expenses associated with supporting the growth of our business as we continue to bring to market our new solutions and partnerships.

General and administrative. General and administrative expenses decreased from $73.1 million for the year ended December 31, 2024 to $70.0 million for the year ended December 31, 2025, a decline of $3.1 million or 4.2%. The decrease was primarily due to (i) an increase of administrative allocations of $4.2 million, (ii) a reduction of outside professional fees of $1.7 million, (iii) a reduction in contract labor costs of $0.6 million and (iv) a reduction of recruiting costs of $0.3 million. These favorable variances were offset, in part, by (v) an increase in employee compensation and benefits of $1.2 million, (vi) an increase of rent costs of $0.6 million and an increase related to all other costs of $1.0 million, primarily related to bad debt expense.

The $1.2 million increase attributable to employee compensation and benefits for the year ended December 31, 2025 was primarily due to an increase in bonus expense of $2.0 million and other benefits of $0.4 million, offset by a decrease in salaries and wages of $0.6 million and stock-based compensation expense of $0.6 million.

Reorganization costs. We recognized reorganization costs of $5.7 million for the year ended December 31, 2024 compared to $4.5 million for the year ended December 31, 2025. These costs were primarily related to severance costs associated with our reorganization plans. We may incur additional reorganization costs during 2026 as we continue to optimize our cost structure in areas where opportunities exist to streamline our operations.

Litigation costs and related recoveries, net. For the years ended December 31, 2025 and 2024, litigation costs and related recoveries, net consist of the following (in thousands):

Professional fees and other costs of litigation 4,831 6,081 (1,250)

-56-

Litigation settlement changed from an expense of $58.5 million for the year ended December 31, 2024 to a litigation settlement benefit of $36.2 million for the year ended December 31, 2025. In September 2024, the District Court issued its order on Oracle’s motion for attorneys’ fees and taxable costs and awarded Oracle approximately $58.5 million in attorneys’ fees and costs, which we recorded during the year ended December 31, 2024. In July 2025, in accordance with the terms of the Settlement Agreement, we received from Oracle approximately $37.9 million of the $58.5 million in attorneys’ fees and costs and $0.2 million of interest that we previously paid to Oracle in late 2024. This loss recovery was recognized as litigation settlement income of $36.2 million and interest income of $1.7 million during the year ended December 31, 2025. While we expect to incur professional fees and other costs associated with the settled litigation in the future throughout the Wind Down Period, it is our expectation that those costs will continue to decrease from our historical spend.

Professional fees and other defense costs associated with litigation decreased from $6.1 million for the year ended December 31, 2024 to $4.8 million for the year ended December 31, 2025, a decrease of $1.3 million. This decrease was primarily due to the timing of when litigation costs relating to the Rimini II litigation were incurred. Please refer to Note 9 to our Consolidated Financial Statements, included in Part II, Item 8 of this Report, for additional information regarding our litigation with Oracle.

Interest expense. Interest expense decreased from $6.3 million for the year ended December 31, 2024 to $6.2 million for the year ended December 31, 2025, a decline of $0.2 million. Interest expense related to our term loan decreased $0.3 million due primarily to lowering interest rates as the effective interest rate was 8.8% for the year ended December 31, 2024 compared to an effective interest rate of 8.0% for the year ended December 31, 2025. In addition, interest incurred for finance leases and other items declined $0.2 million during the year ended December 31, 2025. These declines were offset, in part, by an increase of interest expense of $0.3 million related to our revolving line of credit as we borrowed funds for seven months during the year ended December 31, 2025 compared to three months during year ended December 31, 2024.

Other income, net. For the year ended December 31, 2024, we had other income, net of $1.8 million as compared to other income, net of $1.9 million for the year ended December 31, 2025, an increase of $0.1 million. For the year ended December 31, 2024, other income, net of $1.8 million was comprised of gains from cash equivalents and investments of $3.6 million which were offset, in part, by foreign exchange losses of $1.2 million and other costs of $0.6 million. For the year ended December 31, 2025, net other income of approximately $1.9 million was comprised of gains and interest income from cash equivalents of $4.8 million which were offset significantly by foreign exchange losses of approximately $2.5 million and other costs of $0.4 million.

Income taxes. Income taxes changed from tax benefit of $0.4 million for the year ended December 31, 2024 to a tax expense of $18.5 million for the year ended December 31, 2025, a change of $18.9 million or 5,095%. This was primarily due to an increase of income before taxes of $92.3 million in the current year period compared to the prior year period.

Liquidity and Capital Resources

Overview

As of December 31, 2025, our primary source of cash is collections from client billings. Other customary sources of cash have historically included proceeds from interest income earned on cash and cash equivalents and short-term investments, sales and maturities of short-term investments and proceeds from our 2024 Credit Facility. Our primary uses of cash are for general business expenses, capital expenditures and repayments of borrowings on our 2024 Credit Facility. Other customary uses of cash have included purchases of short-term investments and our stock repurchase program, from time to time.

As of December 31, 2025, we had a working capital deficit of $47.0 million and an accumulated deficit of $201.4 million. We recorded net income of $37.1 million for the year ended December 31, 2025 and a net loss of $36.3 million for the year ended December 31, 2024, respectively.

Credit Facility

On April 30, 2024, we refinanced our $90 million five-year term loan (the “Original Credit Facility”), which had an outstanding principal balance of $70.9 million, with our 2024 Credit Facility, a five-year senior secured credit facility consisting of a $75.0 million term loan and a $35.0 million revolving line of credit. As of December 31, 2025, we had outstanding term loan borrowings of $69.4 million. On February 4, 2026, we repaid $5.0 million on our term loan principal balance. As of December 31, 2025, there were no outstanding borrowings on the revolving line of credit under our 2024 Credit

-57-

Facility. Therefore, we had net available borrowing capacity of $35.0 million under our revolving line of credit as of December 31, 2025.

We have a choice of interest rates under the 2024 Credit Facility between (a) SOFR and (b) Base Rate, in each case plus an applicable margin. The applicable margin remains the same as the Original Credit Facility and is based on our Consolidated Total Leverage Ratio (as defined in the 2024 Credit Facility) and whether we elect SOFR (ranging from 2.75% to 3.50%) or a Base Rate (ranging from 1.75% to 2.5%). Interest on the unused portion of the revolving credit line is at rates of between 25 to 40 basis points, depending on our Consolidated Total Leverage Ratio. Annual minimum principal payments over the five-year term for the 2024 Credit Facility are 5%, 5%, 7.5%, 7.5%, and 10%, respectively, with the remaining balance due at the end of the original term.

The 2024 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 million in U.S. cash. We believe that we are in compliance with these financials covenants for the year ended December 31, 2025.

Please refer to Note 5 to the Consolidated Financial Statements included in Part II, Item 8 of this Report for information regarding our 2024 Credit Facility.

A key component of our business model requires that substantially all clients prepay us annually for the services we will provide over the following year or longer. As a result, we typically collect cash from our clients in advance of when the related service costs are incurred, which resulted in deferred revenue of $268.7 million that is included in current liabilities as of December 31, 2025. Therefore, we believe that working capital deficit is not as meaningful in evaluating our liquidity since the costs of fulfilling our commitments to provide services to clients are currently limited to approximately 39.6% of the related deferred revenue based on our gross profit percentage of 60.4% for the year ended December 31, 2025.

Assuming that our operations are not significantly impacted by rising inflation, continued interest rate changes, other global economic or geopolitical uncertainties, or the litigation matters as disclosed in Note 9 to our Consolidated Financial Statements included in Part II, Item 8 of this Report, we believe that cash and cash equivalents of $120.0 million as of December 31, 2025, plus future cash flows from operating activities and our 2024 Credit Facility, will be sufficient to meet our anticipated cash needs including working capital requirements, planned capital expenditures and our contractual obligations for at least twelve months from the issuance date of our financial statements. Our future capital requirements depend on many factors, including client growth, number of employees, expansion of sales and marketing activities, and the introduction of new and enhanced services offerings. We may also enter into arrangements to acquire or invest in complementary businesses, services, technologies, or intellectual property rights in the future. We may choose to seek additional debt or equity financing to support these long-term capital requirements. In an economic downturn, we may also be unable to raise capital through debt or equity financings on terms acceptable to us or at all. Covenants in our 2024 Credit Facility could also have consequences on our operations, including restricting or delaying our ability to obtain additional financing, potentially limiting our ability to adjust to rapidly changing market conditions or respond to business opportunities. Additionally, in challenging and uncertain economic environments, we cannot predict when macroeconomic uncertainty may arise, whether or when such circumstances may improve or worsen or what impact such circumstances could have on our business and our liquidity requirements.

Cash Flows Summary

Presented below is a summary of our cash flow activities for the years ended December 31, 2025 and 2024 (in thousands):

Net cash provided by (used in):

Cash Flows from Operating Activities

Our primary source of operating cash is collections from client billings. A key component of our business model generally requires that customers prepay us annually for the services we will provide over the following year or longer. As a

-58-

result, we collect cash in advance of the date when the vast majority of the related services are provided. Our primary uses of operating cash are for employee-related expenditures, outsourced labor, marketing activities, computer supplies, software and licenses, litigation and leased facilities.

For the years ended December 31, 2025 and 2024, cash flows provided by and used in operating activities amounted to $60.2 million and $38.8 million, respectively.

For the year ended December 31, 2025, cash flows provided by operating activities of $60.2 million consisted of net income of $37.1 million adjusted for non-cash expenses, net of $31.9 million, and unfavorable changes in operating assets and liabilities, net of $8.7 million. Included in the net income for the year ended December 31, 2025 was the receipt of $37.9 million of litigation settlement proceeds in July 2025. The unfavorable changes in operating assets and liabilities were driven by an increase in prepaid expenses due to the timing of payments for software licensing, trade show events and insurance, an increase in accounts receivable driven by stronger billings year over year, as well as an increase in deferred contract costs due to higher commission plan achievement as a result of the improved billings. These uses of cash were offset by an increase in deferred revenue driven by the increased billings year over year and an increase in accrued compensation and other accruals.

For the year ended December 31, 2024, cash flows utilized by operating activities of $38.8 million consisted of a net loss of $36.3 million adjusted for non-cash expenses, net of $8.6 million and unfavorable changes in operating assets and liabilities, net of $11.2 million. The primary reason for the net loss for the year ended December 31, 2024 was due to the District Court awarding Oracle $58.2 million for attorneys’ fees and $0.3 million in costs on September 23, 2024. In addition, we incurred interest expense of $0.2 million associated with the Oracle award during the three months ended December 31, 2024. We paid $58.5 million to Oracle in October 2024 and then later paid interest of $0.2 million in November 2024. These payments had a significant impact on our operating cash flows for the year ended December 31, 2024, resulting in us utilizing operating funds for the year ended December 31, 2024.

For further information regarding our legal matters, please see Note 9 to our Consolidated Financial Statements included in Part II, Item 8 of this Report for a discussion of developments in our litigation with Oracle.

Cash Flows from Investing Activities

For the year ended December 31, 2025, cash flows used in investing activities of $4.6 million were driven by capital expenditures for leasehold improvements, furniture, fixtures and equipment, and computer supplies as we continued to invest in our business infrastructure and geographic locations, primarily in Korea and Brazil.

For the year ended December 31, 2024, cash provided by investing activities of $6.4 million consisted of proceeds from sales and maturities of short-term investments offset by investment purchases and capital expenditures.

Cash Flows from Financing Activities

For the year ended December 31, 2025, cash used in financing activities of $26.6 million was attributable to principal payments related to our 2024 Credit Facility, payments to repurchase shares of Common Stock and finance lease payments offset, in part, by proceeds from stock options exercises.

For the year ended December 31, 2024, cash provided by financing activities of $14.0 million was attributable to receiving proceeds from our 2024 Credit Facility’s revolving line of credit and term loan offset by principal payments on our 2024 Credit Facility and finance lease payments.

Effect of Foreign Currency Translation and Foreign Subsidiaries

The effect of foreign currency translation was favorable for $2.8 million and unfavorable for $8.2 million for the years ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2025, the favorable foreign currency impact was related to the local currencies in our foreign subsidiaries strengthening against the U.S. dollar during the year ended December 31, 2025. As of December 31, 2025, we had cash and cash equivalents of $56.8 million in our foreign subsidiaries.

Our foreign subsidiaries and branches are dependent on our U.S.-based parent company for continued funding. We currently do not intend to repatriate any amounts that have been invested overseas back to the U.S.-based parent. The imposition of the Transition Tax set forth in the U.S. Tax Cuts and Jobs Act of 2017 may reduce or eliminate U.S. federal deferred taxes on the unremitted earnings of our foreign subsidiaries. However, we may still be liable for withholding taxes,

-59-

state taxes, or other income taxes that might be incurred upon the repatriation of foreign earnings. We have not made any provision for additional income taxes on undistributed earnings of our foreign subsidiaries.

Share Repurchase Program

In 2022, the Board of Directors authorized a share repurchase program, which was extended in 2025 to terminate on June 1, 2029, authorizing us to repurchase up to $50.0 million of our outstanding shares, subject to compliance with our 2024 Credit Facility. As of December 31, 2025, there is $36.7 million available for repurchase. For further information regarding our share repurchase program, please see Note 6 to our Consolidated Financial Statements included in Part II, Item 8 of this Report.

Contractual Obligations

The following table summarizes our contractual obligations on an undiscounted basis as of December 31, 2025 and the period in which each contractual obligation is due (in thousands):

Year Ending December 31:

Credit Facility:

Lease obligations:

On February 4, 2026, the Company made a voluntary prepayment of $5.0 million on the term loan principal balance.

Off-Balance Sheet Arrangements

During the periods presented, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangements.

Critical Accounting Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, as well as the reported revenue and expenses during the reporting periods. These items are monitored and analyzed for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from these estimates under different assumptions or conditions.

With respect to our significant accounting policies that are described in Note 2 to our Consolidated Financial Statements included in Item 8 of this Report, we believe that the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

Income Taxes and Valuation of Deferred Tax Assets

We account for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Significant judgment is required in determining income tax benefit or expense and in evaluating uncertainties under ASC 740. Deferred taxes are recorded for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are established when it is determined

-60-

that it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company’s deferred tax assets are primarily the result of U.S. federal net operating loss carryforwards (“NOLs”) and tax credit carryforwards.

The realization of deferred tax assets is dependent upon our ability to generate sufficient future taxable income during the periods in which those temporary differences become deductible, prior to the expiration of the tax attributes. The evaluation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in our financial statements or tax returns and forecasting future profitability.

We assessed the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize existing deferred tax assets within the applicable expiration period. While we believe that we have utilized a reasonable method to determine our deferred tax assets and the related release of our valuation allowance, should factors and conditions differ materially from those used by us, the actual realization of deferred tax assets could differ materially from the reported amounts.

Loss Contingencies

We are subject to various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If some amount within a range of probable loss appears to be a better estimate than any other amount within the range, we accrue that amount. Alternatively, when no amount within a range of probable loss appears to be a better estimate than any other amount, we accrue the lowest amount in the range. If we determine that a loss is reasonably possible and the range of the loss is estimable, then we disclose the range of the possible loss if the upper end of the range is material. If we cannot estimate the range of loss, we will disclose the reason why it cannot estimate the range of loss, if there is a reasonable possibility that the amount of loss may be material. We regularly evaluate currently available information to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed.

Recent Accounting Pronouncements

Please see Note 2 to our Consolidated Financial Statements included in Part II, Item 8 of this Report for information related to new accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Exchange Risk

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. Dollar, primarily the Australian Dollar, Brazilian Real, British Pound Sterling, Euro, Indian Rupee and Japanese Yen. We generated between 54% and 51% of our revenue from our international business for the years ended December 31, 2025 and 2024, respectively. Increases in the relative value of the U.S. Dollar to other currencies may negatively affect our revenue, partially offset by a positive impact to operating expenses in other currencies as expressed in U.S. Dollars. We have experienced and will continue to experience fluctuations in our net income (loss) as a result of transaction gains or losses related to revaluing certain current asset and current liability balances, including intercompany receivables and payables, which are denominated in currencies other than the functional currency of the entities in which they are recorded. While we have not engaged in the hedging of our foreign currency transactions to date, we periodically evaluate the costs and benefits of entering into future hedge transactions for currencies other than the U.S. Dollar.

As of December 31, 2025, the effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would have impacted our income before income taxes by a plus or minus of $1.1 million in our Consolidated Statements of Operations and Comprehensive Income (Loss) and would have impacted the effect of foreign currency changes on cash by a plus or minus $5.8 million in our Consolidated Statement of Cash Flows.

Interest Rate Risk

Risk with Respect to Investments

We hold cash and cash equivalents for working capital purposes. We do not have material exposure to market risk with respect to investments, as any investments we enter into are primarily highly liquid investments.

-61-

Variable Rate Debt

In 2024, we refinanced our Original Credit Facility with our 2024 Credit Facility consisting of a $75.0 million term loan and a $35.0 million revolving line of credit. For the term loan, we have a choice of interest rates between (a) SOFR and (b) a Base Rate (as defined in our 2024 Credit Facility), in each case plus an applicable margin.

Accordingly, we are exposed to market risk due to variable interest rates based on SOFR.As of December 31, 2025, we had $69.4 million of outstanding debt under our 2024 Credit Facility term loan and no borrowings under the revolving line of credit. As of this date, a reasonably possible hypothetical adverse change of 100 basis points in SOFR would have resulted in an increase of approximately $0.7 million in annual interest expense. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and Note 5 of our Consolidated Financial Statements included in Part II, Item 8 of this Report for more information related to our 2024 Credit Facility.

Inflation Risk

With regards to inflation risk and other economic conditions, please refer to Item 1A. Risk Factors included in Part I of this Report.

-62-

Item 8. Financial Statements and Supplementary Data

TABLE OF CONTENTS

Page

Report of Independent Registered Public Accounting Firm 64

Financial Statements:

Consolidated Balance Sheets 66

Consolidated Statements of Operations and Comprehensive Income (Loss) 67

Consolidated Statements of Stockholders’ Deficit 68

Consolidated Statements of Cash Flows 69

Notes to Consolidated Financial Statements 71

-63-

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors

Rimini Street, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Rimini Street, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), stockholders’ deficit, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

-64-

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of revenue contracts with non-standard provisions

As discussed in Note 2 and Note 4 to the consolidated financial statements, the Company recognized $421.5 million in revenue which was primarily derived from the subscription-based software support revenue for the year ended December 31, 2025. A significant portion of the Company’s contracts contain non-standard provisions which require judgment to determine the appropriate accounting through the five-step framework prescribed by ASC Topic 606 – Revenue from Contracts with Customers.

We identified the evaluation of revenue contracts with non-standard provisions related to subscription-based software support revenue as a critical audit matter. This matter required a higher degree of auditor judgment to assess whether non-standard provisions in contracts and amendments were appropriately evaluated by management.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control over the Company's subscription-based software support revenue processes that included identifying and evaluating non-standard contract provisions. We applied auditor judgment to determine the nature and extent of procedures to be performed over subscriptions-based software support revenue. For a selection of revenue transactions, we developed independent expectations of the revenue recognized based on the provisions in contracts and amendments and compared them to the amounts recorded by the Company.

We also evaluated the overall sufficiency of the audit evidence over revenue by assessing the results of our procedures.

/s/ KPMG LLP

We have served as the Company’s auditor since 2016.

Santa Clara, California

February 19, 2026

-65-

RIMINI STREET, INC.

Consolidated Balance Sheets

(In thousands, except per share amounts)

December 31,

ASSETS

Current assets:

Restricted cash, current 341 430

Long-term assets:

Restricted cash, noncurrent 785 —

Operating lease right-of-use assets 21,371 7,161

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Current maturities of long-term debt $ 4,031 $ 3,093

Accrued compensation, benefits and commissions 39,609 33,586

Operating lease liabilities, current 4,984 3,967

Long-term liabilities:

Long-term debt, net of current maturities 63,156 82,187

Operating lease liabilities, noncurrent 18,843 7,064

Commitments and contingencies (Note 9)

Stockholders’ deficit:

Accumulated other comprehensive loss (5,613) (7,389)

Treasury stock, at cost; 137 and 137 shares, respectively (1,116) (1,116)

Total liabilities and stockholders’ deficit $ 423,112 $ 369,063

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

-66-

RIMINI STREET, INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(In thousands, except per share amounts)

Years Ended December 31,

Operating expenses:

Litigation costs and related recoveries:

Professional fees and other costs of litigation 4,831 6,081 7,033

Non-operating expenses:

Other comprehensive income:

Foreign currency translation gain (loss) 2,670 (3,257) 442

Derivative instrument and other adjustments, net of tax (894) 35 (414)

Net income (loss) per share attributable to common stockholders:

Weighted average number of shares of Common Stock outstanding:

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

-67-

RIMINI STREET, INC.

Consolidated Statements of Stockholders’ Deficit

(In thousands)

Shares Amount

Stock-based compensation expense — — 12,522 — — — 12,522

Exercise of stock options for cash 57 — 79 — — — 79

Restricted stock units vested 1,194 — — — — — —

Issuance of Common Stock 75 — — — — — —

Retired shares of Common Stock (248) — (1,014) — — — (1,014)

Other comprehensive income — — — 28 — — 28

Stock-based compensation expense — — 9,545 — — — 9,545

Restricted stock units vested 1,525 — — — — — —

Other comprehensive loss — — — (3,222) — — (3,222)

Stock-based compensation expense — — 11,071 — — — 11,071

Exercise of stock options for cash 23 — 63 — — — 63

Restricted and performance stock units vested 2,326 — — — — — —

Retired shares of Common Stock (1,866) — (7,592) — — — (7,592)

Other comprehensive income — — — 1,776 — — 1,776

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

-68-

RIMINI STREET, INC.

Consolidated Statements of Cash Flows

(In thousands)

Years Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Accretion and amortization of debt discount and issuance costs 657 765 973

Amortization and accretion related to ROU assets 5,060 4,566 4,483

Changes in operating assets and liabilities:

CASH FLOWS FROM INVESTING ACTIVITIES:

Payment for purchases of short-term investments — (7,458) (30,525)

Proceeds from sales and maturities of short-term investments — 17,284 40,814

Net cash provided by (used in) investing activities (4,571) 6,448 3,077

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of 2024 Credit Facility’s term loan — 2,938 —

Proceeds from the 2024 Credit Facility’s revolving line of credit — 15,000 —

Principal payments on revolving line of credit borrowings (15,000) — —

Principal payments on term loan borrowings (3,750) (3,562) (5,625)

Payments to repurchase and retire Common Stock (7,592) — (1,014)

Proceeds from exercise of employee stock options 63 — 79

Principal payments on financing leases (322) (360) (332)

Net cash provided by (used in) financing activities (26,601) 14,016 (6,892)

Effect of foreign currency changes on cash 2,829 (8,245) (2,234)

Net change in cash, cash equivalents and restricted cash 31,878 (26,630) 6,418

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

-69-

RIMINI STREET, INC.

Consolidated Statements of Cash Flows, Continued

(In thousands)

Years Ended December 31,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Increase in payables for capital expenditures $ — $ 39 $ —

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

-70-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — BASIS OF PRESENTATION

Nature of Business

Rimini Street, Inc. was formed in the State of Nevada in 2005 and, through a merger in 2017 with a public company, became Rimini Street, Inc., a Delaware corporation (referred to as the “Company”, “we” and “us”), trading on the Nasdaq Global Market under the ticker symbol “RMNI”. 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.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The 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.

Liquidity

As of December 31, 2025, the Company’s current liabilities exceeded its current assets by $47.0 million. The Company recorded net income of $37.1 million for the year ended December 31, 2025. As of December 31, 2025, the Company had available cash and cash equivalents of $120.0 million. As of December 31, 2025, the Company’s current liabilities included $268.7 million of deferred revenue whereby the costs of fulfilling the Company’s commitments to provide services to its customers were approximately 40% of the related deferred revenue for the year ended December 31, 2025.

On April 30, 2024, the Company amended its $90 million five-year term loan (the “Original Credit Facility”) into a new five-year term loan of $75 million (the 2024 Credit Facility, and together with the Original Credit Facility, the “Credit Facilities”). Annual minimum principal payments over the five-year term for the 2024 Credit Facility are 5%, 5%, 7.5%, 7.5% and 10%, respectively, with the remaining balance due at the end of the term. See Note 5 for further information regarding the Company’s 2024 Credit Facility and the Original Credit Facility.

Additionally, the Company is obligated to make operating payments that are due within the next 12 months in the aggregate amount of $6.6 million. During the year ended December 31, 2025, 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 9, the Company believes that current cash, cash equivalents and future cash flow from operating activities and the 2024 Credit Facility will be sufficient to meet the Company’s anticipated cash needs, including 2024 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.

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 the actual results, the Company’s future consolidated results of operations may be affected.

-71-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Risks and Uncertainties

Inherent in the Company’s business are various risks and uncertainties, including its rapidly changing industry. These risks include the Company’s ability to manage its rapid growth and its ability to attract new customers and expand sales to existing customers, risks related to litigation, as well as other risks and uncertainties. In the event that the Company does not successfully execute its business plan, certain assets may not be recoverable, certain liabilities may not be paid and investments in its capital stock may not be recoverable. The Company’s success depends upon the acceptance of its expertise in providing services, development of sales and distribution channels, and its ability to generate significant revenues and cash flows from the use of this expertise.

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 December 31, 2025 and 2024, the Company had cash and cash equivalents with a single financial institution for an aggregate of $45.3 million and $32.0 million, respectively. In addition, as of December 31, 2025 and 2024, the Company had cash and cash equivalents with three other single financial institutions totaling $54.6 million and $44.9 million, respectively. The Company also had $1.1 million of restricted cash as of December 31, 2025. 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 customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers 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.

Segments

The Company operates as a single operating segment and discloses segment information in accordance with ASC 280, Segment Reporting (“ASC 280”). See Note 13 for further information regarding the Company’s segment information.

Cash, Cash Equivalents and Restricted Cash

All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents. Cash and cash equivalents consist primarily of demand deposits with financial institutions. The current restricted cash consists of demand deposits that are pledged as collateral for corporate credit card debts. The noncurrent restricted cash consists of bank guarantees to support client contracts.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Accounts receivable are presented net of an allowance for doubtful accounts on the consolidated balance sheets. The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers, and general economic conditions. Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Actual write-offs may either be in excess or less than the estimated allowance.

-72-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the following assets:

Years

Computer equipment 1 - 3

Furniture and fixtures 3 - 7

Capitalized software costs 3 - 7

Leasehold improvements Up to 8 years, not to exceed lease term

Maintenance and repairs are expensed as incurred. Application development costs related to internal use software projects are capitalized and included in property and equipment. Preliminary planning activities and post implementation activities for internal use software projects are expensed as incurred. Construction-in-progress primarily consists of computer equipment and leasehold improvements that have not yet been placed into service for their intended use. Depreciation and amortization commence when assets are initially placed into service for their intended use.

Deferred Contract Costs

Costs incurred to obtain new client contracts and to extend existing client contracts are primarily comprised of sales commissions. Initial sales commissions are generally deferred and amortized over their estimated useful life, which is generally 4 years. The Company determined the period of benefit by taking into consideration the estimated life cycles for its customers, its technology and other factors. When the expected period of benefit of an asset which would be capitalized is less than one year, the Company expenses the amount as incurred, utilizing the practical expedient. The Company recognized amortization expense related to deferred contract costs of $19.2 million, $19.6 million and $19.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes (“ASC 740”), which applies to all tax positions related to income taxes. Under ASC 740, tax benefits are recognized when it is more-likely-than-not that a tax position will be sustained upon examination by the authorities. The Company recognizes interest and penalties accrued related to uncertain tax benefits as a component of income tax expense.

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized only if the carrying amount of the long-lived assets is not recoverable and exceeds their fair value. The carrying amount of a long-lived asset is not recoverable if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. An impairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value.

Debt Issuance Costs and Discounts

Debt issuance costs are costs incurred to obtain new debt financing or modify existing debt financing and consist of incremental direct costs incurred for professional fees and due diligence services, including reimbursement of similar costs incurred by the lenders. Amounts paid to the lenders when a financing is consummated are a reduction of the proceeds and are treated as a debt

-73-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

discount. Debt issuance costs and discounts are presented in the accompanying consolidated balance sheet as a reduction in the carrying value of the debt and are accreted to interest expense using the effective interest method.

Revenue Recognition

Revenue is primarily derived from support services, and to a lesser extent, software licensing and related maintenance and professional services.

Revenue is recognized when performance obligations, as stipulated in the contracts, are transferred to a customer for an amount that reflects the consideration the Company expects to receive in exchange for those support services and service contracts. This occurs when the contracts are executed by both parties, the rights and obligations of the parties are identified, payment terms are identified, the contracts have commercial substance and collectability of consideration is probable. The Company’s contracts generally do not contain any refund provisions other than in the event of our non-performance or breach. However, the Company’s contracts may include non-standard terms negotiated with each respective client that may impact the amount and timing of revenue recognized.

The Company determines revenue recognition through the following steps:

•Identification of the contract with the customer.

•Identification of the performance obligations.

•Determination of the transaction price.

•Allocation of the transaction price to the performance obligations.

•Recognition of revenue when the performance obligations are satisfied.

Most of the Company’s contracts contain a single performance obligation for subscription support services. In a limited number of arrangements, the Company also licenses software and related maintenance services under term-based arrangements or provides professional services. The Company’s performance obligations are evaluated for whether they can be distinct or should be accounted for as one performance obligation and primarily consist of (i) subscription support services or (ii) professional services sold on a time and materials basis.

The transaction price is generally the same as the contractual price. Typically, the structure of our arrangements does not give rise to variable consideration. However, in those instances where variable consideration should exist, the Company includes in its estimates, additional revenue for variable consideration when it has an enforceable right, the amount can be estimated reliably and its realization is probable.

Subscription Services

The Company’s subscription support services are part of a comprehensive support program that helps clients keep their software and systems running smoothly and in full legal compliance. Subscription support services include product support (fixes and installation support), security, advanced support (performance tuning and interoperability), strategic roadmap services (upgrade process), global tax, legal and regulatory services, global security, proactive support services, strategic roadmap services, device and user interface support and account management services. Subscription contracts are generally non-cancelable and do not contain general rights of return. The Company’s support subscription is viewed as a stand-ready performance obligation comprised of a series of distinct services that is satisfied ratably over time as the services are provided. A time-elapsed output method is used to measure progress as the Company’s efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service.

Other Services

Other services include both software licensing services and professional services. The Company’s software licensing includes both internally developed software licenses as well as third-party licenses. The Company’s professional services consist of various consulting services, which include project oversight, minor software customization or enhancement, and testing of client-developed software customization. Services may be provided solely by the Company, by a partner of the Company, or in

-74-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

combination with the Company's partners. The Company’s professional services are generally provided under a separate statement of work from our subscription support services. Revenue is recognized as services are performed.

Revenues generally include any taxes withheld by foreign customers and subsequently remitted to governmental authorities in those foreign jurisdictions. Foreign withholding taxes included in revenues amounted to $3.3 million, $5.4 million and $4.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company typically invoices its customers before 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. For the years ended December 31, 2025 and 2024, contract assets amounted to $1.9 million and $1.3 million, respectively, and are included in prepaid expenses and other on the 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.

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 December 31, 2025, remaining performance obligations amounted to $652.9 million, of which $287.5 million was billed and recorded as deferred revenue. The Company expects to recognize revenue on approximately $268.7 million of the billed remaining performance obligations over the next 12 months, with the remaining deferred revenue balance recognized thereafter.

Advertising

Advertising costs are charged to sales and marketing expense in the period incurred. Advertising expenses were $0.3 million, $1.7 million and $2.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. In addition, digital and social advertising spend was $2.4 million, $2.6 million and $3.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Legal Costs

Legal fees and costs are charged to general and administrative expense as incurred, other than legal fees and costs that are accounted for as deferred offering costs and debt issuance costs.

Loss Contingencies

The Company is subject to various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If some amount within a range of probable loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of probable loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss if the upper end of the range is material. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss, if there is a reasonable possibility that the amount of loss may be material. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed.

Stock-Based Compensation

The Company measures the cost of employee and director services received in exchange for all equity awards granted, based on the fair market value of the award as of the grant date. The Company computes the fair value of options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For restricted stock units (“RSUs”), including performance units (“PSUs”) subject to performance conditions, the fair value of these awards is equal to the fair value of the Company’s common stock on the date of grant. The PSU fair value is subject to the performance measures for those awards based on the level of achievement. Stock-based compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. Stock-based compensation expense is recognized based on awards ultimately expected to vest whereby estimates of forfeitures are based upon historical experience.

-75-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency

The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are their respective local currencies. The asset and liability accounts of the foreign subsidiaries are translated from their local currencies at the exchange rates in effect on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the period. Gains and losses resulting from the translation of the subsidiary balance sheets are recorded net of tax as a component of accumulated other comprehensive loss. Gains and losses from foreign currency transactions are recorded in other income, net in the consolidated statements of operations and comprehensive loss. The tax effect has not been material to date.

Earnings (Loss) Per Common Share

Basic net income (loss) per common share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net income per common share is computed using the treasury stock method by giving effect to the exercise of all potential shares of Common Stock, including stock options, restricted stock and warrants to the extent dilutive.

Recently Adopted Accounting Pronouncements

The following accounting standards were adopted during the fiscal year 2025:

In December 2023, the FASB issued ASU 2023-09, “Income Taxes - Improvements to Income Tax Disclosures.” The guidance requires disaggregating income tax disclosures relating to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, though early adoption is permitted. The Company adopted this guidance prospectively for the year ending December 31, 2025. See Note 8 for further information regarding the Company’s income taxes.

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 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 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 is assessing the impact of the adoption of this standard on the Consolidated Financial Statements and related 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.

-76-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 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.

The Company believes that no other recently issued accounting standards will have a material impact on the Consolidated Financial Statements.

NOTE 3 — LEASES

Operating Leases

The Company has operating leases for real estate and equipment with an option to renew the leases in the range of one month to five years. Some of the leases include the option to terminate the leases upon a specified notice period with a penalty. The Company’s leases have various remaining lease terms ranging from 2 months to 9.3 years. The Company’s lease agreements may include renewal or termination options for varying periods that are generally at the Company’s discretion. The Company’s lease terms only include those periods related to renewal options the Company believes are reasonably certain to exercise. The Company generally does not include these renewal options as it is not reasonably certain to renew at the lease commencement date. This determination is based on consideration of certain economic, strategic and other factors that the Company evaluates at lease commencement date and reevaluates throughout the lease term. Some leases also include options to terminate the leases and the Company only includes those periods beyond the termination date if it is reasonably certain not to exercise the termination option.

The Company uses a discount rate to calculate the ROU asset and lease liability. As most of the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments.

Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments. The variable portion of lease payments is not included in the Company’s ROU assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses recorded in selling and administrative expenses on the Consolidated Statements of Operations.

The Company has lease agreements with both lease and non-lease components that are treated as a single lease component for all underlying asset classes. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses.

The Company has elected to apply the short-term lease exception for all underlying asset classes. That is, leases with a term of 12 months or less are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term. The Company’s leases do not include significant restrictions or covenants, and residual value guarantees are generally not included within its operating leases.

The components of operating lease expense and supplemental balance sheet information for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands):

-77-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other information related to leases as of December 31, 2025 and 2024 was as follows (in thousands):

Supplemental Balance Sheet Information 2025 2024

Operating lease right-of-use assets, noncurrent $ 21,371 $ 7,161

Operating lease liabilities, current $ 4,984 $ 3,967

Operating lease liabilities, noncurrent 18,843 7,064

Total operating lease liabilities $ 23,827 $ 11,031

The increase in ROU assets and liabilities year over year was driven primarily by new operating leases in India and Malaysia, which contributed $14.5 million and $1.0 million to the ROU asset balance as of December 31, 2025, respectively, and $14.1 million and $1.2 million to the ROU liability balance as of December 31, 2025, respectively.

As of December 31, 2025, the Company did not have any additional material operating leases that have not yet commenced.

Weighted Average Remaining Lease Term Years

Operating Leases 6.7

Weighted Average Discount Rate

Operating Leases 7.6 %

Maturities of operating lease liabilities as of December 31, 2025 were as follows (in thousands):

Years Ending December 31:

Total future undiscounted lease payments 31,206

Less imputed interest (7,379)

For the years ended December 31, 2025 and 2024, the Company paid $6.1 million and $5.7 million, respectively, for operating leases.

Finance Leases

The Company has, at times, entered into various financing lease agreements for certain computer equipment. As of December 31, 2025, there were no finance leases outstanding.

-78-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 — OTHER FINANCIAL INFORMATION

Cash, cash equivalents and restricted cash

As of December 31, 2025 and 2024, cash, cash equivalents and restricted cash were as follows (in thousands):

Restricted cash, current 341 430

Restricted cash, noncurrent 785 —

Total cash, cash equivalents and restricted cash $ 121,100 $ 89,222

Allowance for Doubtful Accounts

Activity in the allowance for doubtful accounts is set forth below for the years ended December 31, 2025, 2024 and 2023 (in thousands):

Allowance, beginning of year $ 653 $ 656 $ 723

Write offs, net of recoveries (740) (515) (276)

The increase in the allowance for doubtful accounts from December 31, 2024 to December 31, 2025 was driven by specific uncollectible balances related to a small number of clients.

Prepaid Expenses and Other Current Assets

As of December 31, 2025 and 2024, prepaid expenses and other current assets consisted of the following (in thousands):

Foreign tax refunds receivable 3,238 2,846

Property and Equipment

As of December 31, 2025 and 2024, property and equipment consisted of the following (in thousands):

-79-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Depreciation expense was $3.9 million, $3.6 million and $2.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Deferred Contract Costs

Activity for deferred contract costs for the years ended December 31, 2025 and 2024 consisted of the following (in thousands):

Capitalized commissions during the period 22,164 17,227

Amortized deferred contract costs during the period (19,154) (19,560)

Other Accrued Liabilities, including Accrued Reorganization Costs

As of December 31, 2025 and 2024, other accrued liabilities consisted of the following (in thousands):

Accrued sales and other taxes $ 7,868 $ 8,137

Current maturities of capital lease obligations — 322

Accrued litigation costs 543 201

The reorganization activity was primarily comprised of severance costs for the years ended December 31, 2025 and 2024, consisted of the following (in thousands):

Accrued reorganization costs, as of the beginning of period $ 1,052 $ —

Foreign currency impact 1 (2)

Accrued reorganization costs, as of the end of period $ 2,521 $ 1,052

Deferred Revenue

Activity for deferred revenue for the years ended December 31, 2025 and 2024 consisted of the following (in thousands):

-80-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Income, Net

For the years ended December 31, 2025, 2024 and 2023, other income, net consisted of the following (in thousands):

NOTE 5 — DEBT

Debt is presented net of debt discounts and issuance costs on the Company’s balance sheets. As of December 31, 2025 and December 31, 2024, debt consisted of the following (in thousands):

Revolving line of credit — 15,000

Long-term debt, net of current maturities $ 63,156 $ 82,187

On April 30, 2024, the Company refinanced its Original Credit Facility, which had an outstanding principal balance of $70.9 million, with the 2024 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.

Cash proceeds and payment activity relating to the 2024 Credit Facility and the Original Credit Facility consisted of the following for the years ended December 31, 2025, 2024 and 2023 (in thousands):

Proceeds from issuance of 2024 Credit Facility’s term loan $ — $ 2,938 $ —

Proceeds from the 2024 Credit Facility’s revolving line of credit — 15,000 —

Principal payments on the revolving line of credit (15,000) — —

On February 4, 2026, the Company made a voluntary prepayment of $5.0 million on the term loan principal balance.

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 2024 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 2024 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%). Annual minimum principal payments over the five-year term for the 2024 Credit Facility are 5%, 5%, 7.5%, 7.5%, and 10%, respectively, with the remaining balance due at the end of the term.

For the years ended December 31, 2025, 2024 and 2023, the effective interest rate under the term loans for both the 2024 Credit Facility and the Original Credit Facility was 8.0%, 8.8% and 8.2%, respectively.

For the revolving line of credit, 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 2024 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 2024 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

-81-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 years ended December 31, 2025 and 2024, the average interest rate under the revolving line of credit under the 2024 Credit Facility was 7.1% and 7.5%, respectively.

The refinancing was accounted for as a debt modification under ASC 470-50 as the terms of the 2024 Credit Facility were not substantially different than the terms of the Original Credit Facility. Under debt modification accounting, third-party costs are expensed as incurred. During the year ended December 30, 2024, the Company expensed $0.2 million in third-party transaction costs in connection with the modification. Fees paid to the creditor of $1.1 million were included with the remaining unamortized discount from the Original Credit Facility and are being amortized as an adjustment to interest expense over the remaining term of the 2024 Credit Facility.

Pursuant to a Guaranty and Security Agreement, dated April 30, 2024, among the Credit Parties (as defined in the 2024 Credit Facility) and Capital One, National Association, as agent (the “2024 Guaranty and Security Agreement”), the obligations under the 2024 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.

The 2024 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 million in U.S. cash.

In February 2023, the Company amended its Original Credit Facility. The amendment implemented, among other things, certain changes in the reference rate from the London Interbank Offered Rate (“LIBOR”) to SOFR.

The fair value of the term loan under the 2024 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. The fair value of the term loan under the Original Credit Facility was $73.9 million (Level 2 inputs) as of December 31, 2024 compared to the carrying value of $70.3 million as of December 31, 2024.

Effective April 30, 2024, the Company’s interest rate swap agreement was amended in connection with the 2024 Credit Facility to match the new five-year term. The new 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 2024 Credit Facility. See Note 12 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 Consolidated Financial Statements.

Under the 2024 Credit Facility, the Company has $35.0 million in available borrowings under the revolving line of credit as of December 31, 2025.

Interest Expense

The components of interest expense for the years ended December 31, 2025, 2024 and 2023 are presented below (in thousands):

Credit Facilities:

Interest expense under revolving line of credit 506 223 —

-82-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — CAPITAL STRUCTURE

Preferred Stock

The Company is authorized to issue 100,000,000 preferred shares with a par value of $0.0001 per share in one or more series. The Company’s board of directors is authorized to establish the voting rights, if any, designations, powers, preferences, special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors previously authorized the issuance of up to 180,000 shares of Series A Preferred Stock. All shares of the Series A Preferred Stock were redeemed as of July 20, 2021.

Common Stock

As of December 31, 2025 and 2024, the Company is authorized to issue up to 1,000,000,000 shares of Common Stock, with a par value of $0.0001 per share. Holders of the Company’s shares of Common Stock are entitled to one vote for each share.

Common Stock Repurchased

On May 28, 2022, the Board of Directors authorized an increase to the Company’s previously announced Common Stock repurchase program to increase the value of the shares that could be acquired by the Company from up to $15.0 million over two years to up to $50.0 million over the next four years, subject to compliance with the Company’s Original Credit Facility, provided that all other applicable conditions and legal requirements are satisfied. On September 29, 2025, the Board of Directors authorized an extension to the common stock repurchase program termination date from June 1, 2026 to June 1, 2029, subject to compliance with the Company’s 2024 Credit Facility, provided that all other applicable conditions and legal requirements are satisfied.

For the year ended December 31, 2025, the Company acquired an aggregate 1.9 million shares of Common Stock on the open market at a total cost of $7.6 million. For the year ended December 31, 2024, the Company did not acquire any shares of Company Stock. For the year ended December 31, 2023, the Company acquired an aggregate 0.2 million shares of Common Stock on the open market at a total cost of $1.0 million. Upon completion of all repurchase transactions, the associated shares of Common Stock were retired. As of December 31, 2025, there is $36.7 million of the Board of Directors’ $50.0 million authorization available for repurchase.

NOTE 7 — STOCK-BASED COMPENSATION AND WARRANTS

Overview of Equity Incentive Plans

In October 2013, the Company established the 2013 Equity Incentive Plan, as amended and restated in July 2017 (the “2013 Plan”) that provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance units (“PSUs”). As of December 31, 2025, the Company had stock options of approximately 9.4 million shares, RSUs of approximately 3.9 million shares and PSUs of 1.0 million shares outstanding under the 2013 Plan. As of December 31, 2025, there are approximately 7.7 million shares available for future grants. The 2013 Plan will expire on July 31, 2027.

The 2013 Plan provides for stock options to be granted to employees and directors at an exercise price not less than 100% of the fair value at the grant date. The options granted generally have a maximum term of 10 years from grant date and are exercisable upon vesting. Option 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. Options granted to directors generally vest for all of the shares one year after the grant date.

On the first day of each fiscal year beginning in 2018, the 2013 Plan provides that the number of authorized shares available for issuance will increase in an amount equal to the lesser of (i) 4.8 million shares, (ii) 4% of the outstanding shares of all classes of the Company’s Common Stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Company’s Board of Directors may determine. The Board of Directors approved an increase in the authorized shares of 3.7 million shares on February 12, 2026.

-83-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

The following table sets forth the summary of stock option activity under the Company’s Stock Plans for the years ended December 31, 2025, 2024 and 2023, (shares in thousands):

Shares Price (1) Term (2) Shares Price (1) Term (2) Shares Price (1) Term (2)

____________________

(1)Represents the weighted average exercise price.

(2)Represents the weighted average remaining contractual term until the stock options expire.

(3)As of December 31, 2025, 2024 and 2023, the aggregate intrinsic value of stock options outstanding was $4.4 million, $0.2 million, and $0.1 million, respectively. As of December 31, 2025, 2024 and 2023, the aggregate intrinsic value of vested stock options was $1.5 million, $2 thousand and $5 thousand, respectively.

(4)The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.4 million shares as of December 31, 2025.

The following table presents the total number of shares available for grant under the 2013 Plan for the years ended December 31, 2025, 2024 and 2023 (in thousands):

Forfeited options under Stock Plans 452 396 336

Forfeited RSUs and PSUs under Stock Plans 846 449 200

Shares issued — — (75)

Fair Value of Stock Options

The fair value of each stock option grant under the Stock Plans was estimated on the date of grant using the BSM option-pricing model, with the following weighted-average assumptions for the years ended December 31, 2025, 2024 and 2023:

Expected life (in years) 6.0 6.0 6.0

Dividend yield — % — % — %

Risk-free interest rate 4.0 % 4.3 % 3.8 %

-84-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The BSM model requires various highly subjective assumptions that represent management’s best estimates of the fair value of the Company’s Common Stock, volatility, risk-free interest rates, expected term, and dividend yield. The Common Stock option value is based on the Company’s closing market price on the date of grant.

The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. The Company has never declared or paid cash dividends on Common Stock and does not plan to pay cash dividends in the foreseeable future; therefore, the Company used an expected dividend yield of zero. The risk-free interest rate is based on U.S. Treasury rates in effect during the expected term of the grant. The expected volatility is based on historical volatility of publicly-traded peer companies.

The weighted-average grant date fair value per share of employee options granted for the years ended December 31, 2025, 2024 and 2023 was $2.33, $1.66 and $2.30, respectively.

As of December 31, 2025, 2024 and 2023, total unrecognized compensation cost, net of forfeitures, related to unvested stock options was $4.9 million, $5.7 million and $4.6 million, respectively. The remaining unrecognized costs are expected to be recognized on a straight-line basis over a weighted-average period of approximately 1.73 years.

Restricted Stock Units

For the year ended December 31, 2025, the Board of Directors granted RSUs under the 2013 Plan for an aggregate of approximately 1.4 million shares of Common Stock to non-employee members of the Board of Directors, officers and employees of the Company. These RSUs vest over periods 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. Based on the weighted average fair market value of the Common Stock of $3.64 per share on the date of grant, the aggregate fair value for the shares underlying the RSUs amounted to $5.1 million as of the grant date that is being recognized as compensation cost over the vesting period. Accordingly, compensation expense of $6.1 million, $5.1 million and $7.4 million was recognized for the years ended December 31, 2025, 2024 and 2023, respectively. The unrecognized expense of $7.9 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 1.67 years.

Performance Stock Units

Under the 2025 LTI Plan, the Company granted 0.6 million PSUs on March 4, 2025, with a fair market value of $3.48. PSUs were measured over a performance period beginning on January 1, 2025 and ending on December 31, 2025 (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 2025, 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 2025. The ultimate number of PSUs that may vest (as calculated, the “Earned PSUs”) range from zero to 200% of the granted PSUs.

Under the 2024 Long-Term Incentive Plan, the Company granted 0.8 million PSUs on May 6, 2024, with a fair market value of $2.47 at the time of grant. The Earned PSUs under the May 6, 2024 grant were earned at 28%. Under the terms of the 2024 LTI Plan, 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.

Under the 2023 Long-Term Incentive Plan, the Company granted 0.6 million PSUs on April 3, 2023, with a fair market value of $3.93 at the time of the grant. The Earned PSUs under the April 3, 2023 grant were earned at 151% which resulted in an additional 0.3 million PSUs being earned. Under the terms of the 2023 LTI Plan, the Earned PSUs 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 $1.2 million, $1.5 million and $1.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the unrecognized expense of $0.7 million,

-85-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 1.52 years.

Stock-Based Compensation Expense

The aggregate stock-based compensation expense for stock options, RSUs and PSUs for the years ended December 31, 2025, 2024 and 2023 is classified as follows (in thousands):

Employee Stock Purchase Plan

At the Annual Meeting of Stockholders held on June 7, 2018, the Company’s stockholders approved the Rimini Street, Inc. 2018 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides for the purchase by employees of up to an aggregate of 5.0 million shares of Common Stock. The purchase price per share at which shares are sold in an offering period under the ESPP will be equal to the lesser of 85% of the fair market value of the shares (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the offering period). Offering periods will consist of twosix-month periods generally commencing twice each calendar year. The purpose of the ESPP is to provide an opportunity for eligible employees of the Company to purchase shares of the Company at a discount through voluntary contributions from such employees’ eligible pay, thereby attracting, retaining and rewarding such persons and strengthening the mutuality of interest between such employees and the Company’s stockholders. Through December 31, 2025, no offering period under the ESPP had commenced and no shares of Common Stock have been issued under the ESPP. As of the date of this Report, there are no plans to commence offering periods under the ESPP.

Outstanding Warrants

As of December 31, 2025, warrants were outstanding for an aggregate of 3.4 million shares of Common Stock and were exercisable at $5.64 per share. The Company’s remaining outstanding warrants are currently exercisable. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. A summary of the terms of outstanding warrants and the number of shares of Common Stock issuable upon exercise, is presented below as of December 31, 2025 and 2024 (in thousands, except per share amounts):

Issuance Date Expiration Date Exercise Price Number of Shares

_____________________

(1)The expiration date for the Warrants is the earlier to occur of the stated expiration date or the date when the Company experiences a change of control.

(2)The Warrants were issued upon consummation of the merger discussed in Note 1.

-86-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 — INCOME TAXES

For the years ended December 31, 2025, 2024 and 2023, income (loss) before income taxes was as follows (in thousands):

For the years ended December 31, 2025, 2024 and 2023, income taxes consisted of the following (in thousands):

Current income tax expense:

Federal $ — $ — $ —

Deferred income tax (expense) benefit:

Total deferred income tax (expense) benefit (11,165) 9,830 (6,645)

Total (provision) benefit for income taxes $ (18,533) $ 371 $ (15,173)

The Company has elected to prospectively adopt the guidance in ASU 2023-09, “Income Taxes - Improvements to Income Tax Disclosures.” In accordance with the guidance in ASU 2023-09, the reconciliation between the income tax expense computed by applying the statutory U.S. federal income tax rate to the pre-tax income before income taxes and total income tax expense recognized in the financial statements was as follows for the year ended December 31, 2025 (dollars in thousands):

-87-

RIMINI STREET, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amount Percent

U.S. Federal Statutory Tax Rate $ (11,682) 21.0 %

State and Local Income Taxes, Net of Federal Income Tax Effect1 (959) 1.7 %

Foreign Tax Effects

Korea

Withholding taxes (3,368) 6.1 %

Taiwan

Withholding taxes 1,092 (2.0) %

Other 1 — %

Other foreign jurisdictions (2,776) 5.0 %

Effect of Cross-Border Tax Laws

Changes in Valuation Allowances 104 (0.2) %

Nontaxable or Nondeductible Items

Stock based compensation (655) 1.2 %

Other Adjustments (381) 0.7 %

Total income tax expense and effective tax rate $ (18,533) 33.3 %