Rimini Street (RMNI) FY2025 10-K Risk Factors: 13 New, 20 Dropped

What the changes say

Oracle litigation settlement now requires winding down PeopleSoft services by July 31, 2028, reducing revenue and adding execution costs.
Agentic AI ERP investments introduce technology, implementation, competition, legal, regulatory and reputational risks.
Organizational changes, workforce reductions and more complex enterprise engagements could pressure morale, sales cycles, margins and growth.
Privacy, third-party infrastructure, economic conditions and global tax requirements remain significant operating risks.

What changed since the prior 10-K

New

NewRisks Related to Our Ability to Grow Our Business
anticipated benefits, savings and improvements from the recent changes to our organizational structure and associated reductions in workforce if our revenue continues to decline, which could have a material adverse effect on our business
Organizational changes and workforce reductions could damage culture, morale and retention, while declining revenue may prevent expected savings, growth and profitability.
NewRisks Related to Our Ability to Grow Our Business
improvements to our infrastructure and systems will be fully or effectively implemented within budgets or on a timely basis, if at all. Any failure to efficiently scale our operations could result in reduced revenue and increased expenditures and adversely impact our operating margins and results of operations
Agentic AI ERP initiatives may fail or face operational, legal, regulatory and ethical problems, while competitors could achieve faster AI adoption.
NewRisks Related to Our Ability to Grow Our Business
Our litigation with Oracle may continue to present challenges for maintaining and growing our business for the unforeseeable future
Oracle litigation and the PeopleSoft Wind Down may slow new-client acquisition, reduce renewals and trigger negative communications from Oracle or other providers.
NewRisks Related to the Operation of Our Business
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
An uncured material breach of the 2025 Oracle settlement could lift the stay on Rimini II litigation and expose Rimini to adverse rulings and costs.
NewRisks Related to the Operation of Our Business
In July 2024, we initially announced that we had unilaterally decided to wind down our offering of support and services for Oracle PeopleSoft software. At the time of our initial announcement, the annual revenue associated with our provision of services for Oracle’s PeopleSoft products was approximately $30 million
The required PeopleSoft Wind Down through July 31, 2028 will reduce revenue, which was 8% of total revenue in 2024 and 5% in 2025.
NewRisks Related to the Operation of Our Business
Our efforts to complete the Wind Down by the end of the Wind Down Period may be costlier than we expect, and we may not be able to increase our total revenue enough to offset not only the reductions in revenue resulting from the Wind Down but also the total costs associated with the Wind Down process
Wind Down expenses may exceed expectations, liquidity may be insufficient, and revenue growth may not offset lost PeopleSoft revenue and related costs.
NewRisks Related to the Operation of Our Business
We can provide no assurance that Oracle will not pursue additional litigation against us. Such additional litigation could be costly, distract our management team from running our business and reduce client interest and our sales revenue
Oracle could bring additional litigation that consumes management attention, increases costs and reduces client interest and sales revenue.
NewRisks Related to the Operation of Our Business
markets, there can be no assurance that we will be able to attract and retain the required personnel to profitably grow our business. If we fail to attract highly qualified new sales and other personnel or fail to retain and motivate our current personnel, our growth prospects could be severely harmed
Hiring, developing and retaining sales personnel is difficult and costly, with nine-to-twelve-month ramp times and six-to-twelve-month sales cycles delaying returns.
NewRisks Related to the Operation of Our Business
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
Third-party SaaS and AI services supporting Agentic AI ERP, billing, accounting and client management could suffer outages, vulnerabilities, attacks or unfavorable pricing.
NewRisks Related to the Operation of Our Business
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
Larger, more complex ERP engagements require longer evaluations, more configuration and integration, greater pricing pressure and increased sales and professional-services resources.
NewRisks Related to General Economic Conditions and Our Financial Performance
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
Economic weakness, visa restrictions, higher labor and supplier costs, tighter client financing and reduced IT budgets could delay sales, lower renewals and impair collections.
NewRisks Related to Laws, Regulations and Policies
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
Changing and inconsistent global privacy laws, including California’s CCPA and CPRA, could create compliance costs, penalties and private data-breach litigation.
NewRisks Related to Laws, Regulations and Policies
compliance programs, impacts strategies and availability of previously useful data, and has resulted in and will result in increased compliance costs and/or changes in business practices and policies

Dropped

DroppedRisks Related to Our Business, Operations and Industry
disproportionately affect the demand for our products and services and could negatively impact our results of operations
Independent support market growth, competition, losses, profitability, client acquisition and retention.
DroppedRisks Related to Litigation
As a result of the Stipulation and the subsequent payment by us of the amount described above, all issues relating to the Rimini I Injunction Proceedings have been resolved. At this time, we believe that we are in substantial compliance with the Rimini I Injunction
Resolution and compliance status of Rimini I and background on the Rimini II lawsuit.
DroppedRisks Related to Litigation
In October 2022, Oracle withdrew all of its monetary damages claims against us and our President, Chief Executive Officer and Chairman of the Board, Mr. Ravin, in Rimini II and moved to proceed with a bench trial instead of a jury trial for its claims for equitable relief
Oracle’s withdrawal of monetary claims and dismissal of those claims in Rimini II.
DroppedRisks Related to Litigation
In July 2023, we filed a notice of appeal in the District Court, commencing an appeal of the District Court’s July 2023 Rimini II judgment and Injunction and filed an emergency motion with the District Court to stay enforcement of the Rimini II Injunction pending our appeal of the Rimini II judgment and Injunction
Rimini’s 2023 appeal and temporary stay proceedings concerning the Rimini II Injunction.
DroppedRisks Related to Litigation
A three-judge panel of the Ninth Circuit heard oral argument on our appeal of the District Court’s July 2023 Rimini II judgment and Injunction on June 5, 2024, and the Ninth Circuit issued its decision on our appeal on December 16, 2024
Ninth Circuit rulings vacating or reversing portions of the Rimini II judgment and injunction.
DroppedRisks Related to Litigation
On December 23, 2024, as required by the District Court, we filed a notice with the District Court informing it that the Ninth Circuit had denied our motion to stay the Rimini II Injunction because the Ninth Circuit’s December 16, 2024 decision had rendered Rimini’s motion moot
Ninth Circuit denial of Oracle’s rehearing petitions concerning Rimini II rulings.
DroppedRisks Related to Litigation
Further, no assurance is or can be given that the District Court will rule in a manner that is favorable to us on any issues relating to the Rimini II litigation that are reconsidered on remand. We reserve all rights, including appellate rights, with respect to these issues
Uncertainty over District Court rulings on issues remanded in the Rimini II litigation.
DroppedRisks Related to Litigation
on March 11, 2025, and Oracle’s answering brief is due April 10, 2025. Our optional reply brief is due 21 days after Oracle files its answering brief
Uncertainty over Rimini’s appeal of Oracle’s attorneys’ fees and costs award.
DroppedRisks Related to Litigation
The Oracle software products that are part of our ongoing Rimini I Injunction compliance and that are the subject of the Rimini II litigation with Oracle represent a significant portion of our current revenue
Revenue exposure to Oracle PeopleSoft services and potential limits from the Rimini II Injunction.
DroppedRisks Related to Litigation
Our ongoing litigation with Oracle presents challenges for maintaining and growing our business
Client and growth challenges caused by ongoing Oracle litigation.
DroppedRisks Related to Litigation
Additionally, the existence of this ongoing litigation could negatively impact the value of our equity securities, and could negatively impact our ability to raise additional equity or debt financing, as well as result in other legal claims against us
Potential effects of Oracle litigation on securities value, financing and insurance coverage.
DroppedRisks Related to Litigation
Oracle has a history of litigation against companies offering alternative support programs for Oracle products, and Oracle could pursue additional litigation with us
Oracle’s history of suing competing Oracle-support providers, including SAP’s TomorrowNow.
DroppedRisks Related to Litigation
Other Risks Related to Our Business, Operations and Industry
DroppedRisks Related to Litigation
The market for independent software support services is relatively undeveloped and may not grow
DroppedRisks Related to Litigation
We have had a history of losses and may not achieve revenue growth or profitability in the future. Further, 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
DroppedRisks Related to Litigation
We may experience fluctuations in our results of operations due to the sales cycles for our products and services, which makes our future results difficult to predict and could cause our results of operations to fall below expectations
DroppedRisks Related to Litigation
If there is a widespread shift by clients or potential clients to enterprise software vendors, products and releases for which we do not provide software products or services, our business, financial condition and results of operations would be adversely impacted
DroppedRisks Related to Litigation
We are subject to governmental and other legal obligations related to privacy and security, and our actual or perceived failure to comply with such obligations could harm our business
DroppedRisks Related to Litigation
penalties for past sales, discourage clients from purchasing our products and services or otherwise harm our business and results of operations
DroppedRisks Related to Litigation
We have United States federal and state net operating loss carryforwards due to prior period losses, which could expire unused and be unavailable to offset future income tax liabilities, which could adversely affect our profitability

Reworded

89% rewrittenRisks Related to Our Ability to Grow Our Business
We may not successfully accomplish these objectives
The risk shifted from restructuring, workforce reductions and preserving culture to competition from lower-cost services and enterprise vendors’ pricing and product strategies.
Was: We may not successfully accomplish all or any of these objectives
82% rewrittenRisks Related to General Economic Conditions and Our Financial Performance
Our future liquidity and results of operations may be adversely affected by the timing of new orders, client renewals and cash receipts from clients
The risk is substantively unchanged; this year says liquidity depends on the ability to attract clients and renew agreements.
Was: Our future liquidity and results of operations may be adversely affected by the timing of new orders, the level of client renewals and cash receipts from clients
79% rewrittenRisks Related to the Operation of Our Business
We also deliver tax, legal and regulatory updates to our clients. If there are inaccuracies in these updates, or if we are not able to deliver them on a timely basis to our clients, our reputation may be damaged, and we could be found liable for damages to our clients and potentially lose clients
The risk now highlights dependence on channel, solution and platform partners, including for Agentic AI ERP, rather than focusing mainly on inaccurate or delayed tax updates.
78% rewrittenRisks Related to Our Ability to Grow Our Business
We may need to change our pricing models to compete successfully
The risk now adds that new Solutions Portfolio products may require pricing-model changes to remain competitive and recover investment.
78% rewrittenRisks Related to Laws, Regulations and Policies
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
The risk now says Rimini has previously faced tax assessments and audits and could face them again, rather than only being currently under audit.
77% rewrittenRisks Related to Our Ability to Grow Our Business
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 reference to Oracle litigation was removed from the factors affecting brand promotion.
63% rewrittenRisks Related to Our Ability to Grow Our Business
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
The wording removes explicit references to innovation, internal investments and management attention but retains the risk of costly, delayed scaling failures.
Was: We may not be able to scale our business systems 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
52% rewrittenRisks Related to Our Indebtedness, Securities and Corporate Governance
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
Ownership figures changed: Adams Street fell from 25.9% to 25.7%, the CEO rose from 12.0% to 12.2%, and insiders’ voting power rose from 39.6% to 40.2%.
45% rewrittenRisks Related to Laws, Regulations and Policies
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
Was: Our reputation and/or business could be negatively impacted by environmental, social and governance (ESG) matters and/or our reporting of such matters and expose us to additional costs and risks
37% rewrittenRisks Related to Laws, Regulations and Policies
Our business may suffer if it is alleged or determined that our technology infringes the intellectual property rights of others
36% rewrittenRisks Related to Our Indebtedness, Securities and Corporate Governance
Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly
Was: Our variable rate indebtedness subjects us to interest rate risk, which, along with the previous phase-out of LIBOR and transition to SOFR, could cause our indebtedness service obligations to increase significantly
35% rewrittenRisks Related to Our Indebtedness, Securities and Corporate Governance
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
Was: We do not currently intend to pay dividends on our Common Stock and, consequently, the ability to achieve a return on investment in our Common Stock will depend on appreciation in the price of our Common Stock
35% rewrittenRisks Related to the Operation of Our Business
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
Was: Because our long-term 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
27% rewrittenRisks Related to Our Indebtedness, Securities and Corporate Governance
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
Was: The price of our Common Stock may be volatile, any issuance of Common Stock upon the exercise of remaining 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
24% rewrittenRisks Related to the Operation of Our Business
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
23% rewrittenRisks Related to Our Indebtedness, Securities and Corporate Governance
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

All 46 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Ability to Grow Our Business

01We may not successfully accomplish these objectives89% rewritten
02anticipated benefits, savings and improvements from the recent changes to our organizational structure and associated reductions in workforce if our revenue continues to decline, which could have a material adverse effect on our businessNew
03We may need to change our pricing models to compete successfully78% rewritten
04We 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 harmed63% rewritten
05improvements to our infrastructure and systems will be fully or effectively implemented within budgets or on a timely basis, if at all. Any failure to efficiently scale our operations could result in reduced revenue and increased expenditures and adversely impact our operating margins and results of operationsNew
06If we fail to enhance and protect our brand, our ability to expand our client base will be impaired and our financial condition may suffer77% rewritten
07Our litigation with Oracle may continue to present challenges for maintaining and growing our business for the unforeseeable futureNew

Risks Related to the Operation of Our Business

08Any 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 resultsNew
09In July 2024, we initially announced that we had unilaterally decided to wind down our offering of support and services for Oracle PeopleSoft software. At the time of our initial announcement, the annual revenue associated with our provision of services for Oracle’s PeopleSoft products was approximately $30 millionNew
10Our efforts to complete the Wind Down by the end of the Wind Down Period may be costlier than we expect, and we may not be able to increase our total revenue enough to offset not only the reductions in revenue resulting from the Wind Down but also the total costs associated with the Wind Down processNew
11We can provide no assurance that Oracle will not pursue additional litigation against us. Such additional litigation could be costly, distract our management team from running our business and reduce client interest and our sales revenueNew
12markets, there can be no assurance that we will be able to attract and retain the required personnel to profitably grow our business. If we fail to attract highly qualified new sales and other personnel or fail to retain and motivate our current personnel, our growth prospects could be severely harmedNew
13Interruptions 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
14We also deliver tax, legal and regulatory updates to our clients. If there are inaccuracies in these updates, or if we are not able to deliver them on a timely basis to our clients, our reputation may be damaged, and we could be found liable for damages to our clients and potentially lose clients79% rewritten
15If 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 costs24% rewritten
16Interruptions 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 businessNew
17Our 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 challengesNew
18Because 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 regulations35% rewritten
19Consolidation 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

Risks Related to General Economic Conditions and Our Financial Performance

20Economic 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 operationsNew
21Our 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
22If our retention rates continue to decrease, or we do not accurately forecast retention rates, our future revenue and results of operations may be harmed
23Because 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
24Due 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
25Our future liquidity and results of operations may be adversely affected by the timing of new orders, client renewals and cash receipts from clients82% rewritten

Risks Related to Laws, Regulations and Policies

26Our business may suffer if it is alleged or determined that our technology infringes the intellectual property rights of others37% rewritten
27Any 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 usNew
28compliance programs, impacts strategies and availability of previously useful data, and has resulted in and will result in increased compliance costs and/or changes in business practices and policiesNew
29If 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
30If 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
31We 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 business78% rewritten
32We 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
33Our 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 risks45% rewritten

Risks Related to Our Indebtedness, Securities and Corporate Governance

34Our level of indebtedness and any future indebtedness we may incur may limit our operational and financing flexibility and negatively impact our business
35Our 2024 Credit Facility imposes operating and financial restrictions on us
36Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly36% rewritten
37The 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 Stock27% rewritten
38Certain 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 control52% rewritten
39Our 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 Stock23% rewritten
40There 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 Stock35% rewritten
41The 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
42In addition, as a Delaware corporation, we are subject to provisions of Delaware law, including Section 203 of the DGCL, which may prohibit certain stockholders holding 15% or more of our outstanding capital stock from engaging in certain business combinations with us for a specified period of time

General Risks

43Catastrophic events may disrupt our business
44Future 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
45Failure to comply with laws and regulations applicable to our operations could harm our business
46Reports 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

Other Rimini Street 10-Ks

FY2024 10-K risk factors
53 risks
Rimini Street faces intense ongoing copyright and Lanham Act litigation with Oracle affecting its core PeopleSoft support revenue. The company maintains a history of net losses, accumulating $238.5 million in deficits through 2024. Independent software support remains an undeveloped market reliant on customer willingness to bypass vendors like Oracle and SAP.
Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.