Rimini Street, Inc. (RMNI)

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

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) includes forward-looking statements. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “anticipate,” assume,” “believe,” budget,” “continue,” “could,” “currently,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “outlook,” “plan,” “possible,” “goal,” “potential,” “predict,” “project,” “reflect,” “results,” “seem,” “seek,” “should,” “will,” “would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, but are not limited to, information concerning:

•our ability to attract new clients or retain and/or sell additional products or services to existing clients;

•our ability to achieve and maintain an adequate rate of revenue growth;

•cost of revenue, including changes in costs associated with our efforts to grow and the results of any efforts to manage costs to align with current revenue expectations and the expansion of our offerings;

•the effects of increased intense competition in our industry and our ability to compete effectively;

•our ability to successfully educate the market regarding the advantages of our support and managed services for enterprise resource planning (ERP) software and to sell the products and services comprising our “Rimini Smart Path™” solutions portfolio, including but not limited to our Agentic AI ERP solutions;

•our intentions with respect to our pricing model and expectations of client savings relative to use of other providers;

•the evolution of the ERP software management and support landscape facing our clients and prospects;

•estimates of our total addressable market;

•the effects of seasonal trends on our results of operations, including the contract renewal cycles for vendor-supplied software support and managed services;

•the effects of the efforts of enterprise software vendors to sell upgrades or migrations to cloud-based versions of their enterprise software on our results of operations;

•our ability to scale our operations quickly enough to meet our clients’ changing needs or decrease our costs adequately in response to changing client demand;

•risks arising from incorporating artificial intelligence (“AI”) technologies into our products or services or any deficiencies associated with AI technologies used by us or by our third-party vendors and service providers;

•our ability to maintain, protect, and enhance our brand;

•the loss of one or more members of our management team and our ability to attract and retain additional qualified technical, sales and marketing personnel;

•our ability to expand our marketing and sales capabilities;

•our ability to avoid interruptions to, or degraded performance of, our services and the impact of interruptions or performance problems on our operations;

•our ability to defend against cybersecurity threats, protect the confidential information of our employees and clients and comply with data protection and privacy regulations;

•our expectations regarding new product offerings, innovation solutions, partnerships and alliance programs and our ability to develop and maintain strategic partnerships;

•our ability to expand internationally and the risks associated with global operations;

•the continuing impact of the July 2025 Settlement Agreement, among us, our President, Chief Executive Officer and Chairman of the Board, Mr. Seth Ravin, and certain affiliates of Oracle Corporation relating to the Rimini II litigation and our Wind Down of support services for Oracle PeopleSoft software products;

•our successful completion of the Wind Down by July 31, 2028 to comply with the Settlement Agreement and our expectations as to future period revenue loss and costs incurred related to the Wind Down;

•the impact of macro-economic trends, including inflation and changes in foreign exchange rates, as well as general financial, economic, regulatory and political conditions affecting the industry in which we operate and the industries in which our clients operate;

•our ability to generate significant capital through our operations or to raise additional capital necessary to fund and expand our operations and invest in new services and products;

•our business plan and our ability to effectively secure and manage our growth and associated investments;

•risks relating to retention rates, including our ability to accurately forecast retention rates;

•risks relating to sales of our products and services to governmental entities;

•our ability to protect our intellectual property;

•our ability to maintain an effective system of internal control over financial reporting;

•changes in laws or regulations, including tax laws or unfavorable outcomes of tax positions we take;

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•tariff costs, including those imposed by the United States government and the potential for retaliatory trade measures by affected countries;

•our ability to realize benefits from our net operating losses;

•any negative impact of environmental, social and governance (“ESG”) matters on our reputation or business and the exposure of our business to additional costs or risks from our reporting on such matters;

•the impact of the debt service obligations and financial and operational covenants under our amended and restated credit agreement dated as of April 30, 2024, as amended (our “Credit Facility”) on our business and related interest rate risk;

•our need and ability to raise equity or debt financing on favorable terms;

•our ability to generate cash flows from operations to help fund increased investment in our growth initiatives and the sufficiency of our cash and cash equivalents to meet our liquidity requirements;

•the volatility of our stock price;

•the amount and timing of repurchases, if any, under our stock repurchase program and our ability to enhance stockholder value through such program or any other actions to provide value to stockholders;

•our ability to maintain our good standing with the United States government and international governments and capture new contracts with governmental entities/agencies;

•the occurrence of catastrophic events, including terrorism and geopolitical actions that may disrupt our business or that of our current and prospective clients;

•future acquisitions of, or investments in, complementary companies, products, subscriptions or technologies;

•the expected impact of reductions in our workforce during the last and current fiscal year; and

•other risks and uncertainties, including those discussed under “Risk Factors” in Part II, Item 1A of this Report.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those referred to under “Risk Factors” in Part II, Item 1A of this Report. Moreover, we operate in very competitive and rapidly changing markets in which new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable when made, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements in this Report are made as of the date of the filing, and except as required by law, we disclaim and do not undertake any obligation to update or revise publicly any forward-looking statements in this Report. You should read this Report and the documents that we reference in this Report and have filed with the United States Securities and Exchange Commission (the “SEC”) as exhibits with the understanding that our actual future results, levels of activity and performance, as well as other events and circumstances, may be materially different from what we expect.

Overview

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and the related notes to those statements included in Part I, Item 1 of this Report, and our Audited Consolidated Financial Statements for the year ended December 31, 2025, included in Part II, Item 8 of our 2025 Form 10-K.

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 based on 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 Unaudited Condensed Consolidated Financial Statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.

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, trading on the Nasdaq Global Market under the ticker symbol “RMNI.”

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Rimini Street, Inc. and its subsidiaries (referred to as “Rimini Street”, the “Company”, “we” and “us”) are 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,™ 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 an

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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,™ 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.

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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.

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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 m

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