RMNI on Nasdaq

Rimini Street, Inc.

Rimini Street, Inc. is an American business services company, incorporated in Delaware.1 It is headquartered in Las Vegas, Nevada.1 Its shares trade on Nasdaq under the symbol RMNI.1

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Last updated Oct 21, 2026.

Overview

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  • TickerRMNI on Nasdaq1
  • IndustryServices-Business Services, NEC1
  • HeadquartersLas Vegas, Nevada1
  • Incorporated inDE2
  • Business address1700 S. Pavilion Center Dr., Suite 330, Las Vegas, Nv 891352
  • Filer categoryAccelerated filer2

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.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

60.4%Gross margin5
14.2%Operating margin5
8.8%Net margin5
-1.7%Revenue growth, 20255

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Regions

Outside the United States brought in 54% of the revenue Rimini Street, Inc. broke down this way in fiscal 2025.

  1. Outside the United States$228.5M554%up 4% from 2024
  2. United States$193.0M546%down 8% from 2024
Regions by year
Regions202320242025
Outside the United States$211.5M$218.8M$228.5M
United States$220.0M$210.0M$193.0M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue40¢$166.9M
  • Other costs47¢$199.0M
  • Income tax4¢$18.5M
  • Profit9¢$37.1M

Out of $421.5M in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Share buybacks13¢$7.6M
  • Kept or used elsewhere87¢$52.6M

Out of $60.2M of cash from operations.5

Financial statements

Revenue6785$421.5M in 2025+50% since 2019
0$200.0M$400.0M$600.0M2019: $281.1M$281.1M20192020: $326.8M$326.8M2020+16%2021: $374.4M$374.4M2021+15%2022: $409.7M$409.7M2022+9%2023: $431.5M$431.5M2023+5%2024: $428.8M$428.8M2024−1%2025: $421.5M$421.5M2025−2%
Gross profit67895$254.6M in 2025+45% since 2019
0$100.0M$200.0M$300.0M2019: $175.9M$175.9M20192020: $200.6M$200.6M2020+14%2021: $238.0M$238.0M2021+19%2022: $257.3M$257.3M2022+8%2023: $269.0M$269.0M2023+5%2024: $261.0M$261.0M2024−3%2025: $254.6M$254.6M2025−2%
Operating income67895$59.9M in 2025+171% since 2019
-$50.0M-$25.0M0$25.0M$50.0M$75.0M2019: $22.1M$22.1M20192020: $17.9M$17.9M2020−19%2021: $26.8M$26.8M2021+50%2022: $8.1M$8.1M2022−70%2023: $43.8M$43.8M2023+441%2024: -$32.1M-$32.1M20242025: $59.9M$59.9M2025
Net income67895$37.1M in 2025+73% since 2019
-$50.0M0$50.0M$100.0M2019: $21.4M$21.4M20192020: $11.6M$11.6M2020−46%2021: $75.2M$75.2M2021+549%2022: -$2.5M-$2.5M20222023: $26.1M$26.1M20232024: -$36.3M-$36.3M20242025: $37.1M$37.1M2025

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Revenue$421.5M$428.8M$431.5M
Cost of revenue$166.9M$167.7M$162.5M
Gross profit$254.6M$261.0M$269.0M
Sales and marketing$151.6M$149.7M$142.3M
General and administrative$70.0M$73.1M$73.0M
Reorganization costs$4.5M$5.7M$59.0K
Litigation settlement-$36.2M$58.5M$2.7M
Professional fees and other costs of litigation$4.8M$6.1M$7.0M
Litigation costs and related recoveries, net-$31.4M$64.6M$9.8M
Total operating expenses$194.7M$293.1M$225.2M
Operating income (loss)$59.9M-$32.1M$43.8M
Interest expense-$6.2M-$6.3M-$5.5M
Other income, net$1.9M$1.8M$3.0M
Income (loss) before income taxes$55.6M-$36.6M$41.2M
Income taxes-$18.5M$371.0K-$15.2M
Net income (loss)$37.1M-$36.3M$26.1M
Foreign currency translation gain (loss)$2.7M-$3.3M$442.0K
Derivative instrument and other adjustments, net of tax-$894.0K$35.0K-$414.0K
Comprehensive income (loss)$38.9M-$39.5M$26.1M
Net income (loss) attributable to common stockholders$37.1M-$36.3M$26.1M
Basic (in dollars per share)$0.40-$0.40$0.29
Diluted (in dollars per share)$0.39-$0.40$0.29
Basic (in shares)91.7M shares90.5M shares89.1M shares
Diluted (in shares)94.5M shares90.5M shares89.5M shares

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Corporate structure

Rimini Street, Inc. sits at the top of its group. 19 entities, 18 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Rimini Street, Inc.

  • Conifer Management, L.L.C. Filed SC 13G/A on Rimini Street, Inc., latest Feb 14, 2024 (2 filings since Feb 14, 2023)
  • 127 Capital, LLC/TX Filed SC 13D on Rimini Street, Inc., latest Jan 2, 2024 (2 filings since Sep 1, 2023)
  • ADAMS STREET PARTNERS LLC Filed SC 13D/A on Rimini Street, Inc., latest Feb 14, 2022
  • FMR LLC Filed SC 13G/A on Rimini Street, Inc., latest Feb 10, 2022 (3 filings since Dec 10, 2021)
  • Radcliff River I LLC Filed SC 13G/A on Rimini Street, Inc., latest Feb 2, 2022
  • Seth A. Ravin Filed SC 13D/A on Rimini Street, Inc., latest Dec 10, 2021
  • Rimini Street, Inc. Las Vegas, Nevada
    • Nihon Rimini Street KK Subsidiary · Japan
    • Rimini Street (HK) Ltd. Subsidiary · Hong Kong
    • Rimini Street (HK) Ltd. Taiwan Branch Subsidiary · Taiwan
    • Rimini Street Australia Pty Limited Subsidiary · Australia
    • Rimini Street Brazil Serviços de Tecnologia Ltda. Subsidiary · Brazil
    • Rimini Street Canada Inc. Subsidiary · Canada
    • Rimini Street de Mexico, S. de R.L. de C.V. Subsidiary · Mexico
    • Rimini Street France SAS Subsidiary · France
    • Rimini Street India Operations Pvt. Ltd. Subsidiary · India
    • Rimini Street Israel, Ltd. Subsidiary · Israel
    • Rimini Street Korea, Inc. Subsidiary · South Korea
    • Rimini Street Malaysia Sdn Bhd Subsidiary · Malaysia
    • Rimini Street Netherlands B.V. Subsidiary · Netherlands
    • Rimini Street New Zealand Ltd. Subsidiary · New Zealand
    • Rimini Street Poland Sp. z o.o. Subsidiary · Poland
    • Rimini Street Singapore Pte. Ltd. Subsidiary · Singapore
    • Rimini Street, Inc. – Indonesia Foreign Trade Representative Office Subsidiary · Indonesia
    • RSI International Holdings, Inc. Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Rimini Street, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$21.4M5 Dec 31, 2025$7.2M5 Dec 31, 2024+198.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$120.0M5 Dec 31, 2025$88.8M5 Dec 31, 2024+35.1%
Marketable securities, current$09 Dec 31, 2024$9.8M9 Dec 31, 2023−100.0%

Properties, in its own words

Our principal executive offices are located in Las Vegas, Nevada. We also lease office facilities or contract with flexible workspace providers in various U.S. cities located in California, Illinois, New York and North Carolina, as well as internationally in Australia, Brazil, Canada, China, France, Germany, India, Indonesia, Israel, Japan, Malaysia, Mexico, the Netherlands, New Zealand, Singapore, South Korea, Sweden, Taiwan, the United Arab Emirates and the United Kingdom.

We lease all of our facilities, and we do not own any real property. To the extent we may require additional office space in the future, we believe that it would be readily available on commercially reasonable terms. For additional information regarding impairment charges related to certain of our office leases, please refer to Note 2 of the 2025 Consolidated Financial Statement included in Part II, Item 8 of this Report.

Item 2 of the 10-K filed Feb 19, 2026.4

Leadership

Who has led Rimini Street, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (31)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Nihon Rimini Street KK Japan3
  • RSI International Holdings, Inc. Delaware3
  • RSI International Holdings, LLC Delaware3
  • Rimini Street (HK) Ltd. Hong Kong3
  • Rimini Street (HK) Ltd. Taiwan Branch Taiwan3
  • Rimini Street AB Sweden3
  • Rimini Street Australia Pty Limited Australia3
  • Rimini Street Brazil Serviços de Tecnologia Ltda. Brazil3
  • Rimini Street Canada Inc. Canada3
  • Rimini Street France SAS France3
  • Rimini Street GmbH Germany3
  • Rimini Street India Operations Pvt. Ltd. India3
  • Rimini Street Israel, Ltd. Israel3
  • Rimini Street Korea, Inc. Republic of Korea3
  • Rimini Street Ltd. United Kingdom3
  • Rimini Street Malaysia Sdn Bhd Malaysia3
  • Rimini Street Netherlands B.V. Netherlands3
  • Rimini Street New Zealand Ltd. New Zealand3
  • Rimini Street Poland Sp. z o.o. Poland3
  • Rimini Street Singapore Pte. Ltd. Singapore3
  • Rimini Street de Mexico, S. de R.L. de C.V. Mexico3
  • Rimini Street, Inc. – Indonesia Foreign Trade Representative Office Indonesia3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • GP Investments Acquisition Corp.Mar 13, 2015 to Oct 10, 20172

Timeline

  1. Oct 2, 20268-K Executive or director change51
  2. Sep 14, 20268-K Executive or director change52
  3. Sep 8, 20268-K Executive or director change53
  4. Aug 12, 20268-K Executive or director change54
  5. Jul 30, 20268-K Results of operations; Regulation FD disclosure55
  6. Jun 4, 20268-K Shareholder vote56
  7. Apr 30, 20268-K Results of operations; Regulation FD disclosure57
  8. Apr 1, 20268-K Entered a material agreement; New debt or obligation58
  9. Mar 3, 20268-K Executive or director change59
  10. Feb 20, 20268-K Regulation FD disclosure60
  11. Feb 19, 20268-K Results of operations; Regulation FD disclosure61
  12. Dec 3, 20258-K Regulation FD disclosure62
  13. Oct 20, 2017New chief executive Seth A. Ravin becomes CEO14
  14. May 19, 2015New chief executive Antonio Bonchristiano becomes CEO15

Calendar

Coming up

  1. Oct 29, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.05 a share, on Oct 30, 2025.63

When it reported results

  1. Jul 30, 2026Reported quarterly or annual results55
  2. Apr 30, 2026Reported quarterly or annual results57
  3. Feb 19, 2026Reported quarterly or annual results61
  4. Oct 30, 2025Reported quarterly or annual results64
  5. Jul 31, 2025Reported quarterly or annual results65
  6. May 1, 2025Reported quarterly or annual results66
  7. Feb 27, 2025Reported quarterly or annual results67
  8. Oct 30, 2024Reported quarterly or annual results68

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

447 filings to the SEC since October 2021: 5 annual reports, 18 quarterly reports, 69 major events, 294 insider forms, 10 large holders, 51 other. The latest 20:

  1. Oct 9, 20264 EDGAR
  2. Oct 2, 20264 EDGAR
  3. Oct 2, 20268-K EDGAR
  4. Sep 24, 20263 EDGAR
  5. Sep 23, 20264 EDGAR
  6. Sep 14, 20263 EDGAR
  7. Sep 14, 20268-K EDGAR
  8. Sep 8, 20268-K EDGAR
  9. Sep 4, 2026144 EDGAR
  10. Sep 4, 20264 EDGAR
  11. Sep 3, 2026144 EDGAR
  12. Sep 2, 2026144 EDGAR
  13. Aug 17, 20264 EDGAR
  14. Aug 17, 20263 EDGAR
  15. Aug 12, 20268-K EDGAR
  16. Aug 10, 20264 EDGAR
  17. Jul 30, 20268-K EDGAR
  18. Jul 30, 202610-Q EDGAR
  19. Jun 4, 20264 EDGAR
  20. Jun 4, 20268-K EDGAR

The 447 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

165 open-market trades by officers, directors and large owners since October 2021: 0 buys and 165 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 21, 2026Rowe David W.EVP & Chief Marketing OfficerSale4,884$4.36$21.3KForm 4
Sep 4, 2026Ravin Seth A.President, CEO & ChairmanSale89,639$5.02$450.0KForm 4
Sep 3, 2026Ravin Seth A.President, CEO & ChairmanSale41,366$5.16$213.4KForm 4
Sep 2, 2026Ravin Seth A.President, CEO & ChairmanSale191,702$5.18$993.0KForm 4
May 6, 2026Perica Michael L.EVP & Chief Financial OfficerSale27,737$3.94$109.3KForm 4
May 6, 2026Lyskawa NancyEVP & Chief Client OfficerSale5,995$3.94$23.6KForm 4
May 6, 2026Ravin Seth A.President, CEO & ChairmanSale57,097$3.94$225.0KForm 4
May 6, 2026Maddock KevinEVP,ChiefRecurringRev.OfficerSale7,485$3.94$29.5KForm 4
May 6, 2026Rowe David W.EVP & Chief Marketing OfficerSale7,485$3.94$29.5KForm 4
May 1, 2026Perica Michael L.EVP & Chief Financial OfficerSale51,246$4.00$205.0KForm 4
Apr 30, 2026Hershkowitz StevenEVP & Chief Revenue OfficerSale24,884$3.87$96.3KForm 4
Apr 3, 2026Perica Michael L.EVP & Chief Financial OfficerSale28,330$3.35$94.9KForm 4
Apr 3, 2026Lyskawa NancyEVP & Chief Client OfficerSale8,474$3.35$28.4KForm 4
Apr 3, 2026Ravin Seth A.President, CEO & ChairmanSale111,293$3.35$372.8KForm 4
Apr 3, 2026Maddock KevinEVP,ChiefRecurringRev.OfficerSale7,648$3.35$25.6KForm 4
Apr 3, 2026Rowe David W.EVP & Chief Marketing OfficerSale10,142$3.35$34.0KForm 4
Mar 9, 2026Rowe David W.EVP & Chief Marketing OfficerSale148$3.49$517Form 4
Mar 4, 2026Hershkowitz StevenEVP & Chief Revenue OfficerSale5,193$3.64$18.9KForm 4
Mar 4, 2026Perica Michael L.EVP & Chief Financial OfficerSale24,879$3.64$90.6KForm 4
Mar 4, 2026Lyskawa NancyEVP & Chief Client OfficerSale5,337$3.64$19.4KForm 4

All 165 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Seth A. RavinPresident, Chief Executive Officer and Chairman of the Board59$500.0K$3.8M75
2025Michael L. PericaExecutive Vice President and Chief Financial Officer$378.0K$1.6M75
2025Steve HershkowitzExecutive Vice President and Chief Revenue Officer$450.0K$1.5M75
2025Kevin MaddockExecutive Vice President and Chief Recurring Revenue Officer$328.1K$932.5K75
2025Nancy LyskawaExecutive Vice President & Chief Client Officer$360.2K$932.1K75
2024Seth A. RavinPresident, Chief Executive Officer and Chairman of the Board59$491.7K$3.7M75
2024Steve HershkowitzExecutive Vice President and Chief Revenue Officer$299.1K$2.3M75
2024Michael L. PericaExecutive Vice President and Chief Financial Officer$372.0K$1.6M75
2024Kevin MaddockExecutive Vice President and Chief Recurring Revenue Officer$322.9K$1.4M75
2024Nancy LyskawaExecutive Vice President & Chief Client Officer$360.0K$1.3M75
2023Seth A. RavinPresident, Chief Executive Officer and Chairman of the Board59$468.8K$4.7M75
2023Michael L. PericaExecutive Vice President and Chief Financial Officer$360.0K$1.8M75
2023Nancy LyskawaExecutive Vice President & Chief Client Officer$356.5K$1.2M75
2023Kevin MaddockExecutive Vice President and Chief Recurring Revenue Officer$312.5K$1.1M75

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Adams Street Partners LLC23,565,433$100.4M22.7%No change
Conifer Management, L.L.C.5,913,199$25.2M4.2%No change
Brooktree Capital Management4,024,073$17.1M11.2%+65,388
BlackRock, Inc.3,692,298$15.7M0.0%+326,041
Mink Brook Asset Management LLC2,368,353$10.1M4.5%+448,523
Vanguard Capital Management LLC2,362,355$10.1M0.0%−293,800
Pacific Ridge Capital Partners, LLC2,044,428$8.7M1.6%+130,904
Samjo Management, LLC1,871,500$8.0M2.7%+220,150
Kennedy Capital Management LLC1,822,461$7.8M0.1%New
Vanguard Portfolio Management LLC1,524,923$6.5M0.0%−20,065
Geode Capital Management, LLC1,260,418$5.4M0.0%+23,532
State Street Corp1,051,845$4.5M0.0%+10,807
Immersion Corp1,000,000$4.3M2.4%−1,093,079
Jacobs Levy Equity Management, Inc572,176$2.4M0.0%+130,847
Dimensional Fund Advisors LP538,226$2.3M0.0%+165,207
Northern Trust Corp494,827$2.1M0.0%+27,242
Bridgeway Capital Management, LLC366,200$1.6M0.0%−113,000
HERALD INVESTMENT MANAGEMENT Ltd350,000$1.5M0.2%−650,000
Round Hill Asset Management342,003$1.5M0.9%−2,400
Gem Investment Advisors, LLC334,657$1.4M0.9%No change
Morgan Stanley332,259$1.4M0.0%−884
Vanguard Fiduciary Trust Co332,056$1.4M0.0%+18,065
Cerity Partners LLC316,765$1.3M0.0%−1,685
CenterBook Partners LP310,822$1.3M0.1%New
Ameriprise Financial Inc300,469$1.3M0.0%+29,843

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Rimini Street, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARRimini Street, Inc.1
  • CIK0001635282
  • Employer ID (EIN)36-48803014
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)7389 Services-Business Services, NEC1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address1700 S. Pavilion Center Dr., Suite 330, Las Vegas, NV 891351
  • Phone(702) 839-96711
  • Shares outstanding93,356,000 as of Jul 28, 202611
  • Public float$210.1M as of Jun 30, 20254
  • AuditorKPMG LLP, Santa Clara, CA PCAOB ID 185; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceMar 13, 20151
  • Filings1,177 in all: 4 (631), 8-K (173), 3 (43), 10-Q (36), 425 (28), 4/A (26), SC 13G/A (24), CORRESP (23)1
    All 39 form types

    424B3 (17), SC 13D/A (16), UPLOAD (16), SC 13G (15), 144 (13), DEF 14A (12), 10-K (11), EFFECT (10), S-8 (10), S-4/A (7), 424B5 (6), DEFA14A (6), S-3 (6), 3/A (5), S-3/A (5), 8-K/A (4), ARS (4), S-1/A (4), SC 13D (4), 10-Q/A (3), 5 (3), PRE 14A (3), 10-K/A (2), NT 10-Q (2), S-1 (2), S-4 (2), 25-NSE (1), 424B4 (1), 8-A12B (1), CERTNAS (1), DRS (1)

  • Latest filingsAnnual report (10-K) Feb 19, 2026
    Quarterly report (10-Q) Jul 30, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Oct 2, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareRMNIThe Nasdaq Global Market

From the cover page of the 10-K filed Feb 19, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Rimini Street, Inc. names in Item 1A of its 10-K filed Feb 19, 2026: 48 risks under these headings, as written.4

  • Risks Related to Our Ability to Grow Our Business
  • Risks Related to the Operation of Our Business
  • Risks Related to General Economic Conditions and Our Financial Performance
  • Risks Related to Laws, Regulations and Policies
  • Risks Related to Our Indebtedness, Securities and Corporate Governance
  • If we are unable to attract new clients or retain and/or sell additional products or services to our existing clients. our revenue growth could be adversely affected. Further, if our revenue continues to decline or fails to grow at a rate sufficient to offset expenses associated with efforts to grow, or if we are unable to manage our costs to be profitable, we may not be able to maintain or increase our level of profitability.
  • We face significant competition for each component of our Solutions Portfolio, including from enterprise software vendors and other companies offering independent enterprise software support, products and services, from other suppliers of managed IT and IT consulting services, as well as from software licensees that self-support, which may harm our ability to add new clients, retain existing clients and grow our client base across all of our offerings.
  • We may need to change our pricing models to compete successfully.
  • We may experience fluctuations in our results of operations due to the sales cycles for our products and services and from the efforts of enterprise software vendors to sell upgrades or migrations to cloud-based versions of their enterprise software, which could make our future results difficult to predict and could cause our results of operations to fall below expectations.
  • We may not be able to scale our operations quickly enough to meet our clients’ changing needs or decrease our costs adequately in response to changing client demand, and if we are not able to manage these changes efficiently, our results of operations could be harmed.
  • We may not be successful in implementing our Agentic AI ERP initiatives. Further, incorporating AI technologies into our products and services or using AI technologies in our operations may result in operational, legal, regulatory, ethical and other challenges, which could adversely affect our business, reputation or financial results.
  • If we fail to enhance and protect our brand, our ability to expand our client base will be impaired and our financial condition may suffer.
The other 41 risks
  • If there is a widespread shift by clients or potential clients to enterprise software vendors, products and releases for which we do not provide products or services, or if our efforts to enhance and expand our current product and services offerings or develop new offerings that will appeal to clients and potential clients are not successful, our business, financial condition and results of operations would be adversely impacted.
  • Our litigation with Oracle may continue to present challenges for maintaining and growing our business for the unforeseeable future.
  • Any uncured, material breach by us of our 2025 Settlement Agreement with Oracle could result in future adverse outcomes in litigation currently subject to a judicial stay and/or litigation standstill, which could have a material adverse effect on our business and financial results.
  • Our 2025 Settlement Agreement with Oracle requires us to complete the Wind Down within a certain time period, and we are unable to guarantee the outcome of our efforts to comply with such requirements or the timing of the associated expected significant reductions in revenue. Nor can we predict the total anticipated costs associated with the Wind Down, which, if significant, could have a material adverse effect on our business and financial condition.
  • Oracle could pursue additional litigation with us.
  • We rely on our management team and other key employees, including our President, Chief Executive Officer and Chairman of the Board, and the loss or disability of one or more key employees could harm our business. Additionally, the failure to attract and retain qualified technical, sales and marketing personnel, or to expand our marketing and sales capabilities could prevent us from executing our business strategy.
  • Interruptions to, or degraded performance of, our service could result in client dissatisfaction, damage to our reputation, loss of clients, limited growth and reduction in revenue.
  • If our products and services fail due to defects or similar problems, and if we fail to correct any defect or other software problems, we could lose clients, become subject to service performance or warranty claims or incur significant costs.
  • Interruptions or performance problems with technologies and services from third parties that we use to operate critical functions of our business, including any deficiencies associated with AI technologies incorporated by us in our services offerings or used by us or such third parties, could harm our business.
  • Cybersecurity threats continue to increase in frequency and sophistication; if our data security measures are compromised or unauthorized access to or misuse of client data occurs, our services may be perceived as not being secure, clients may curtail or cease use of our services, our reputation and our business may be harmed, and we may incur significant liabilities.
  • Our client engagements are becoming more complex with the expansion of our Solutions Portfolio, leading to longer, more expensive sales cycles, increased pricing pressure and implementation and configuration challenges.
  • Because our strategy involves further expansion of our sales to clients outside the United States, our business will be susceptible to risks associated with global operations, including currency exchange rate fluctuations and taxes, trade and data regulations.
  • Consolidation in our target sales markets is continuing at a rapid pace, which could harm our business when our clients are acquired and their agreements are terminated, or not renewed or extended.
  • Economic uncertainties and adverse changes in the general economy or in the industries in which our clients operate may result in increased costs of operations, disproportionately affect the demand for our products and services and could negatively impact our results of operations.
  • Our failure to generate significant capital through our operations or raise additional capital necessary to fund and expand our operations, invest in new services and products and service our debt could reduce our ability to compete and could harm our business.
  • If our retention rates continue to decrease, or we do not accurately forecast retention rates, our future revenue and results of operations may be harmed.
  • Because we recognize revenue from subscriptions over the term of the relevant contract, downturns or upturns in sales are not immediately reflected in full in our results of operations.
  • Due to the variability of timing in our sales cycle, if we fail to forecast our revenue accurately, or if we fail to match our expenditures with corresponding revenue, our results of operations and liquidity could be adversely affected.
  • Our future liquidity and results of operations may be adversely affected by the timing of new orders, client renewals and cash receipts from clients.
  • Our business may suffer if it is alleged or determined that our technology infringes the intellectual property rights of others.
  • Any actual or perceived failure by us to comply with data protection requirements or other legal or contractual obligations related to privacy and security could harm our business and operations and/or result in proceedings, actions or penalties against us.
  • If we fail to adequately protect our proprietary rights, our competitive position could be impaired and we may lose valuable assets, experience reduced revenue and incur costly litigation to protect our rights.
  • If we are not able to maintain an effective system of internal control over financial reporting, current and potential investors could lose confidence in our financial reporting, which could harm our business and have an adverse effect on our Common Stock price.
  • We may be subject to additional obligations to collect and remit sales tax, VAT and other taxes, and we may be subject to tax liability, interest and/or penalties for past sales, which could adversely harm our business.
  • Our realization of the benefits from our net operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, our future earnings, and other future events, the effects of which cannot be determined; if we are not able to use a significant portion of our net operating loss carryforwards, our profitability could be adversely affected.
  • We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and we could be obligated to pay additional taxes in various jurisdictions.
  • Our reputation and/or business could be negatively impacted by ESG matters and/or our reporting of such matters and expose us to additional costs and risks.
  • Our level of indebtedness and any future indebtedness we may incur may limit our operational and financing flexibility and negatively impact our business.
  • Our 2024 Credit Facility imposes operating and financial restrictions on us.
  • Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.
  • The price of our Common Stock may be volatile, any issuance of Common Stock upon the exercise of outstanding warrants will dilute existing stockholders, and such issuances and/or any sales of Common Stock by large stockholders may depress the market price of our Common Stock.
  • Certain of our common stockholders can exercise significant control, which could limit our stockholders’ ability to influence the outcome of key transactions, including a change of control.
  • Our stock repurchase program could affect the price of our Common Stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our Common Stock.
  • There can be no assurance that we will pay dividends on our Common Stock; if we do not pay cash dividends, the ability to achieve a return on investment in our Common Stock will depend on appreciation in the price of our Common Stock.
  • The DGCL and our certificate of incorporation, bylaws and corporate governance policies contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
  • Our bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, stockholders or employees.
  • General Risks
  • Catastrophic events may disrupt our business.
  • Future acquisitions, strategic investments, partnerships or alliances could be difficult to identify and integrate, divert the attention of management, disrupt our business, dilute stockholder value and adversely affect our financial condition and results of operations.
  • The commercial insurance market is changing rapidly in response to rising insurance losses and claims, changes in available insurance capacity and adverse worldwide economic conditions, uncertainties, and risks, which may lead to higher premium costs, higher policy deductibles, self-insured retentions, and/or lower coverage limits, potentially impacting our ability to continue our present limits of insurance coverage, obtain sufficient insurance capacity to adequately insure our risks or maintain adequate insurance at a reasonable cost.
  • Failure to comply with laws and regulations applicable to our operations could harm our business.
  • Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our Common Stock.

Legal proceedings

The legal proceedings described in Note 9 of the 2025 Consolidated Financial Statements included in Part II, Item 8 of this Report are incorporated in this Item 3. Legal Proceedings by reference.

In addition, from time to time, we may be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business. Regardless of the outcome, litigation can have an adverse impact on us because of judgment, defense and settlement costs, diversion of management resources and other factors.

The opening of Item 3, Legal Proceedings.4

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