8-K - RMNI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

	June 4, 2025 (June 3, 2025)
Date of Report (date of earliest event reported)

Rimini Street, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37397	36-4880301
(State or other jurisdiction of<br><br>incorporation or organization)	(Commission File Number)	(I.R.S. Employer<br><br>Identification Number)

1700 S. Pavilion Center Drive, Suite 330

Las Vegas, NV 89135

(Address of principal executive offices) (Zip Code)

(702) 839-9671

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:Title of each class:Trading Symbol(s)Name of each exchange on which registered:Common Stock, par value $0.0001 per shareRMNIThe Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

ITEM 7.01	REGULATION FD

On June 3, 2025, as a result of an order issued on May 30, 2025, by the United States Court of Appeals for the Ninth Circuit remanding jurisdiction to the United States District Court for the District of Nevada (the “District Court”) over the appeal filed by Rimini Street, Inc. (the “Company”) in November 2023 regarding the award of attorneys’ fees and costs by the District Court to certain subsidiaries of Oracle Corporation (collectively, “Oracle”) in Case Number 2:14-cv-01699-MMD-DJA (Rimini II), which case was originally filed by the Company against Oracle in October 2014, the District Court released an “Order on Fees on Remand” dated June 2, 2025, vacating in full its previous order and corresponding judgment dated September 23, 2024, which had awarded Oracle approximately $58.5 million in attorneys’ fees and costs in connection with the Rimini II matter.

A copy of the Order on Fees on Remand is attached hereto as Exhibit 99.1 and is incorporated herein by reference. All information in this Item 7.01 is presented as of the date of this Current Report on Form 8-K and not any future date, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.

Please see the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as filed with the United States Securities and Exchange Commission on May 1, 2025, for additional information and disclosures regarding the Company’s litigation with Oracle.

The information presented in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference in any filing under the Securities Act of 1933 or the Exchange Act.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.	Exhibit Title
99.1*	Order on Fees o n Remand entered by the United States District Court for the District of Nevada on June 2, 2025 (Released June 3, 2025)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	RIMINI STREET, INC.
Dated: June 4, 2025	By:	/s/ Seth A. Ravin
		Name: Seth A. Ravin
		Title: President, Chief Executive Officer and Chairman of the Board

Document

Exhibit 99.1

Case 2:14-cv-01699-MMD-DJA Document 1642 Filed 06/02/25 Page 1 of 2

UNITED STATES DISTRICT COURT<br><br>DISTRICT OF NEVADA<br><br>* * *
ORACLE INTERNATIONAL<br><br>CORPORATION, et al.,<br><br><br><br>Plaintiffs,<br><br>v.<br><br><br><br>RIMINI STREET, INC., et al.,<br><br><br><br>Defendants.	Case No. 2:14-cv-01699-MMD-DJA<br><br>ORDER ON FEES ON REMAND
This is a long-running software copyright and unfair competition dispute between Plaintiffs and Counter Defendants Oracle America, Inc., and Oracle International Corporation (collectively, “Oracle”) and Defendants and Counter Claimants Rimini Street, Inc., and Seth Ravin generally regarding Rimini Street, Inc.’s unauthorized copying of Oracle’s enterprise software into and from development environments created by Rimini Street, Inc. for its clients, along with disputes regarding allegedly false statements in marketing and advertising and unfair competition. (ECF Nos. 1253 at 2, 1305 at 12-13.) Following a bench trial, the Court mostly—but not entirely—found in Oracle’s favor and entered a permanent injunction against Rimini. (ECF Nos. 1536 (“Bench Order”), 1537 (the “Injunction”), 1538 (“Judgment”).) The United States Court of Appeals for the Ninth Circuit subsequently vacated some of the Bench Order and the portions of the Injunction Rimini appealed in a published opinion in the end of 2024. (ECF No. 1617 (the “Opinion”).) After the Ninth Circuit issued its mandate on the Opinion, the Court vacated the Injunction and portions of the Bench Order and issued a revised Injunction. (ECF Nos. 1634, 1635.) The parties are currently litigating Oracle’s copyright infringement claim as to Rimini’s PeopleSoft support processes consistent with the Opinion. (ECF No. 1636.)<br><br>///

UNITED STATES DISTRICT COURT DISTRICT OF NEVADA * * *

ORACLE INTERNATIONAL CORPORATION, et al., Plaintiffs, v. RIMINI STREET, INC., et al., Defendants.

Case No. 2:14-cv-01699-MMD-DJA ORDER ON FEES ON REMAND

This is a long-running software copyright and unfair competition dispute between Plaintiffs and Counter Defendants Oracle America, Inc., and Oracle International Corporation (collectively, “Oracle”) and Defendants and Counter Claimants Rimini Street, Inc., and Seth Ravin generally regarding Rimini Street, Inc.’s unauthorized copying of Oracle’s enterprise software into and from development environments created by Rimini Street, Inc. for its clients, along with disputes regarding allegedly false statements in marketing and advertising and unfair competition. (ECF Nos. 1253 at 2, 1305 at 12-13.) Following a bench trial, the Court mostly—but not entirely—found in Oracle’s favor and entered a permanent injunction against Rimini. (ECF Nos. 1536 (“Bench Order”), 1537 (the “Injunction”), 1538 (“Judgment”).) The United States Court of Appeals for the Ninth Circuit subsequently vacated some of the Bench Order and the portions of the Injunction Rimini appealed in a published opinion in the end of 2024. (ECF No. 1617 (the “Opinion”).) After the Ninth Circuit issued its mandate on the Opinion, the Court vacated the Injunction and portions of the Bench Order and issued a revised Injunction. (ECF Nos. 1634, 1635.) The parties are currently litigating Oracle’s copyright infringement claim as to Rimini’s PeopleSoft support processes consistent with the Opinion. (ECF No. 1636.) ///

Case 2:14-cv-01699-MMD-DJA Document 1642 Filed 06/02/25 Page 2 of 2

In addition, and tangentially, the Court awarded attorneys’ fees and costs to Oracle. (ECF No. 1610 (“Fees Order”), 1611 (judgment).) Rimini separately appealed the Fees Order. (ECF No. 1612.) The Ninth Circuit recently remanded Rimini’s appeal of the Fees Order to the Court, instructing the Court to, “consider vacating its previous fees and costs award and consider anew the award of fees in light of our merits decision and subsequent developments in the district court.” (ECF No. 1641.)<br><br>Like the approach the Court took as to the Injunction, the Court agrees with the Ninth Circuit it is most judicially efficient to vacate the Fees Order now, without prejudice to Oracle again moving for fees and costs after the conclusion of the ongoing proceedings regarding copyright infringement as to Rimini’s PeopleSoft support processes. The Opinion substantially changed the outcome of this case, and the issues the Court found Oracle prevailed on in awarding fees are entangled with rulings the Ninth Circuit vacated in the Opinion. Moreover, the Ninth Circuit suggests vacating the Fees Order is the appropriate next step for the Court to take. (Id.) For clarity, in any renewed motion, Oracle could again seek fees reflecting its narrowed Lanham Act victory and its successful DMCA claims.<br><br>It is therefore ordered that the Fees Order (ECF No. 1610) and corresponding judgment (ECF No. 1611) are vacated.<br><br>The Clerk of Court is directed to update the docket accordingly.<br><br>DATED THIS 2nd Day of June 2025.
	MIRANDA M. DU<br>UNITED STATES DISTRICT JUDGE

In addition, and tangentially, the Court awarded attorneys’ fees and costs to Oracle. (ECF No. 1610 (“Fees Order”), 1611 (judgment).) Rimini separately appealed the Fees Order. (ECF No. 1612.) The Ninth Circuit recently remanded Rimini’s appeal of the Fees Order to the Court, instructing the Court to, “consider vacating its previous fees and costs award and consider anew the award of fees in light of our merits decision and subsequent developments in the district court.” (ECF No. 1641.) Like the approach the Court took as to the Injunction, the Court agrees with the Ninth Circuit it is most judicially efficient to vacate the Fees Order now, without prejudice to Oracle again moving for fees and costs after the conclusion of the ongoing proceedings regarding copyright infringement as to Rimini’s PeopleSoft support processes. The Opinion substantially changed the outcome of this case, and the issues the Court found Oracle prevailed on in awarding fees are entangled with rulings the Ninth Circuit vacated in the Opinion. Moreover, the Ninth Circuit suggests vacating the Fees Order is the appropriate next step for the Court to take. (Id.) For clarity, in any renewed motion, Oracle could again seek fees reflecting its narrowed Lanham Act victory and its successful DMCA claims. It is therefore ordered that the Fees Order (ECF No. 1610) and corresponding judgment (ECF No. 1611) are vacated. The Clerk of Court is directed to update the docket accordingly. DATED THIS 2nd Day of June 2025.

MIRANDA M. DU UNITED STATES DISTRICT JUDGE