RMNI 10-K & 10-Q changes, risk factors and insider trading

Various factors could affect our business, financial condition, results of operations and cash flows. Any of the principal factors described in this section or other risks described elsewhere in this Report could result in a significant or material adverse effect on our business, financial condition, results of operations and cash flows. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. IfShould any of these factors should materialize, the trading price of our securities and the value of your investment might significantly decline.

The following is a summary of some of the principal risk factorsfactors, which are more fully described below.

Risks Related to Our Business,Ability Operationsto andGrow IndustryOur Business

•If we are unable to attract new clients or retain and/or sell additional products or services to existing clients, our revenue growth could be adversely affected.

•Our past revenue growth and financial performance are not indicative of future performance, and ifIf our revenue continues to decline or fails to grow at a rate sufficient to offset expenses,expenses associated with efforts to grow, or if we are unable to manage our costs to be profitable, we may not be able to achieve and maintain profitabilityor inincrease futureour periods.level of profitability.

•We may not be ableneed to effectivelychange manageour effortspricing formodels futureto growth or execute such effortscompete successfully.

•If our retention rates continue to decrease or we do not accurately predictforecast retention rates, our future revenue and results of operations may be harmed.

•We are subject to governmentallegal and other legalcontractual obligations related to privacy and security, and our actual or perceived failure to comply with such obligations could harm our business.

•The amount of and ultimateOur realization of the benefits from theour net operating loss carryforwards for income tax purposes is dependent,depends, in part, upon future events, the effects of which cannot be determined; and if we are not able to use a significant portion of our net operating loss carryforwards, our profitability could be adversely affected.

Risks Related to ourOur Indebtedness, Capitalization MattersSecurities and Corporate Governance

•The terms of ourOur 2024 Credit Facility imposeimposes operating and financial restrictions on us.

•Our variable rate indebtedness subjects us to interest rate risk, which, along with the phase-out of LIBOR and transition to SOFR,which could cause our indebtedness service obligations to increase significantly.

•The price of our Common Stock may be volatile and risk compliance with stock exchange requirements.volatile.

•Any issuance of Common Stock upon the exercise of remainingoutstanding warrants expiring in June 2026 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.

•Our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, stockholdersofficers or employeesstockholders could be limited by our choice of forum in our bylaws.

Risks Related to LitigationOur Ability to Grow Our Business

Rimini Street, Inc. was formed in the State of Nevada in 2005 (“RSI” or “predecessor”) 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.

We founded Rimini Street to disrupt and redefine the enterprise software support market by developing and delivering innovative new solutions that filled aan then-unmetunmet need in the enterprise software market.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.

Over the years, asAs our reputation for technical capability, value, innovation,ingenuity, responsiveness and trusted reliability grew,has grown over the past twenty years, clients and prospects beganhave askingasked 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. We also heard from prospects and clients that their goals include reducing the number of IT vendors to more manageable numbers fromAs a governanceresult, perspective,we withbegan aexpanding desireour solutions portfolio (our “Solutions Portfolio”) to select vendors who can provide a wider scopearray of ITsupport for enterprise software – including an expanded list of supported software through our Rimini Custom program; managed services for Workday, Dayforce and becomeServiceNow; trueand trustednew partners.solutions for security, interoperability, observability and consulting.

As of December 31, 2024,2025, we employed over 2,0401,980 professionals and supported over 3,0803,100 active clients globally, including approximately 7378 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. WeFor believea discussion on our primarycompetitors, competitorsrefer forto our“Competition” support(Part servicesI, areItem the1 enterpriseof softwarethis vendors whose products we service and support, including Oracle, SAP, IBM, Microsoft and VMware. We believe our primary competitors for our other solutions include systems integrators, security, interoperability and observability vendors; and IT consulting firms.Report).

OurWe believe our subscription-based revenue provides a strong foundation for, and visibility into, future period results. We generated revenue of $428.8 million, $431.5$421.5 million and $409.7$428.8 million for the years ended December 31, 2024, 20232025 and 2022,2024, respectively, representing a year-over-year decrease of 1% for 2024 and 5% increase for 2023.2%. We have a history of losses, and as of December 31, 2024,2025, we had an accumulated deficit of $238.5$201.4 million. We recorded net loss of $36.3 million, net income of $26.1$37.1 million and a net loss of $2.5$36.3 million for the years ended December 31, 2024, 20232025 and 2022,2024, respectively. We generated approximately 49%46% of our revenue in the United States and approximately 51%54% of our revenue from our international business for the year ended December 31, 2024.2025.

Enterprise software support, products and services is one of the largest categories of overall global information technology (“IT”) spending. We believe enterprisethat resourcefor planningmission-critical (“ERP”),ERP, customer relationship management (“CRM”), product lifecycle management (“PLM”) database and technologyrelated enterprise software, the costs associated with failure, downtime, security exposure and maintaining the tax, legal and regulatory compliance of these core software systems have becomealso increasingly important in the operation of mission-critical business processes over the last 30 years.increased. We also believe organizations are increasingly creating more complex IT environments that are a mixture of multiple technologies, business models and vendors, including perpetualtraditional 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. The costs associated with running and supporting these systems; failure and downtime; security exposure; integrating and monitoring; and maintaining the tax, legal and regulatory compliance of these software systems, have increased in both actual spend and as a percentage of the full IT budget. As a result, we believe that licensees often view enterprise software support, products and servicessupport as a mandatory cost of doing business.

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%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.

When we provide our support solutions for a perpetualtraditional 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.

In addition to our support services, we alsoWe offer a breadth of enterprise software support, products and services through our fullSolutions portfolio of solutions at an additional feePortfolio that is calculated based on a variety of factors and metrics. Our solutions are designed to meet specific client needs and are designed 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.

Since wethe foundedfounding of our company,Company, we have made the expansion of our client base a priority. We believe that our ability to expand our client base is an indicator of the growth of our business, the success of our sales and marketing activities, and the value that our services bring to our clients. We define an active client as a distinct entity, such as a company, an educational or government institution, or a business unit of a company that purchases our services to support a specific product. For example, we count as two separate active clients when support for two different products is being provided to the same entity. As of December 31, 2024, 20232025 and 2022,2024, we had approximately 3,080, 3,0303,100 and 3,0203,080 active clients, respectively.

We define a unique client as a distinct entity, such as a company, an educational or government institution or a subsidiary, division or business unit of a company that purchases one or more of our support, products or services. We count as two separate unique clients when two separate subsidiaries, divisions or business units of an entity purchase our products or services. As of December 31, 2024, 20232025 and 2022,2024, we had over 1,570, 1,5301,560 and 1,5101,570 and unique clients, respectively.

The increase in both our active and unique client counts hasis beenattributable to a combination of new unique client wins as well as to cross-sales of new support, products and services to existing clients. While we saw strong unique client wins throughout the year, we did lose some clients with a single product line, which resulted in a decline in our ending unique client count. As noted previously, we intend to focus future growth on both new and existing clients. We believe that the growth in our number of clients iswho anmore indicationbroadly of the increased adoption ofadopt our enterprise software products and services.

We recognize subscription revenue on a daily basis. We define annualized subscription revenue as the amount of subscription revenue recognized during a quarter and multiplied by four. This gives us an indication of the revenue that can be earned in the following 12-month period from our existing client base assuming no cancellations or price changes occur during that period. Subscription revenue excludes any non-recurring revenue, which has been insignificant to date. Our annualized subscription revenue was approximately $415 million, $432 million and $420 million as of December 31, 2024, 2023 and 2022, respectively. Our annualized subscription revenue calculated as of December 31, 2024 excluded the one-time revenue recognized due to a client event as noted in the Results of Operations.

We define revenue retention rate as the actual subscription revenue (dollar-based) recognized in a 12-month period from clients that existed on the day prior to the start of the 12-month period divided by our annualized subscription revenue as of the day prior to the start of the 12-month period. Our revenue retention rate was 88%, 90%88% and 92%88% for each of the years ended December 31, 2024, 20232025 and 2022,2024, respectively. The decline in our retention rate for the year ended December 31, 2024 was due to attrition during the fourth quarter of 2023 as well as the first and second quarters of 2024, as certain clients did not renew specific subscriptions for a variety of reasons. However, in some cases, these clients maintained or added subscriptions for other products and services. Our net billings during 2024 were about 1% higher than the prior year, with billings growth in the second half of the year partially offsetting the billings decline in the first half of the year.

We define gross profit as the difference between revenue and the costs incurred in providing the software products and services. Gross margin is the ratio of gross profit divided by revenue. Our gross margin was approximately 60.9%, 62.3%60.4% and 62.8%60.9% for the years ended December 31, 2024, 20232025 and 2022,2024, respectively. WeOur believegross profit margin declined for the grossyear marginended providesDecember 31, 2025 compared to the year ended December 31, 2024 due to a change in our revenue mix as evidenced by a decline in revenue attributable to services for Oracle PeopleSoft products and other subscription revenue, which was offset, in part, by an indicationincrease ofin howprofessional efficientlyservices and effectively we are operating our business and serving our clients.revenue.

Adoption of our enterprise software products and services

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

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

We have experienced some clients not renewing our services due to the adverse impact on their businesses from current global economic uncertainty, as well as by the economic disruption continuing to be caused by current conflictsmilitary conflicts, and recent political and trade turmoil withbetween China,the U.S. and other countries, amongst other globalgeopolitical challenges. While we do not physically operate in some of these countries,countries where conflict is occurring, we do have operations in Israel. These global events, together with inflationary pressures, have negatively impacted the global economy, causing the U.S. Federal Reserve to raise interest rates in 2022 and to reduce interest rates in 2024.economy.

Uncertainty inregarding changes continuing to be made in laws and regulations by the newcurrent U.S. Presidentialadministration, administration,changing interest rates, along with uncertainty about theU.S. trade policies of such administration,policies, particularly when pertaining to treaties, tariffs and other limitations on international trade, are causing economic and geopolitical uncertainty. Despite these macroeconomic and geopolitical pressures, we expect to continue to be able to market, sell and provide our current and future products and services to clients in non-sanctioned countries globally. We also expect to continue investing in the development and improvement of new and existing products and services to address client needs. Further, although our operations are influenced by general economic conditions, we do not believe the impacts of the economic disruptions described above had a significant net impact on our revenue or results of operations during the year ended December 31, 2024.2025.

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

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

Sales and marketing expenses. Sales and marketing expenses consist primarily of personnel costs for our sales, marketing and business development employees and executives, amortization expense associated with capitalized sales commissions, sales commissions that do not qualify for capitalization, travel relatedtravel-related expenses, outside services and allocated overhead. Sales commissions are costs of obtaining customer contracts and are capitalized and then amortized over a period of benefit that we have determined to be 4 years.

Reorganization costs. These costs consist primarily of severance costs associated with reorganization plansactivities that occurred in 20242025 and 2022.2024.

Litigation costs and related recoveries, net. Litigation costs and benefits consist of legal settlements, pre-judgment interest,settlements and third-party professional fees to defend against litigation claims. InAny thesettlements past,paid weto haveor hadreceived liabilityfrom insuranceother policiesparties whereare arecorded portion of our defense costs andas litigation judgments or settlements have been reimbursed under the terms of the policies. Such insurance recoveries were reflected as a reduction of litigation costs upon notification of approval for reimbursement by the insurance company.settlement.

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

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

Cost of revenue. Total cost of revenue increaseddecreased from $162.5 million for the year ended December 31, 2023 to $167.7 million for the year ended December 31, 2024,2024 anto increase$166.9 million for the year ended December 31, 2025, a decline of $5.2$0.8 million or 3%.0.5%. This increasedecline was due to severala items.decrease Firstin our costs for employee compensation and benefits increased by $1.9 million. We also experienced an increase in all other costs of $2.1$5.3 million, driven primarilyoffset by an increase in outsideadministrative servicesallocations of $1.3$1.8 million, asan wellincrease asin outside engineering costs of $1.7 million and an increase of allocated$1.1 costsmillion forrelated $1.7to million.all Offsettingother the increased costs, we experienced a decline in engineering consulting costs of $0.5 million.costs.

The $1.9$5.3 million increasedecrease in cost of revenue attributable to employee compensation and benefits for the year ended December 31, 2024,2025 was primarily due to an increase in salaries, wages and benefit costs due to a 11%6% increasereduction in the average number of employees devotedin 2025 compared to cost of revenue functions and annual pay increases.2024.

Gross Profit. Gross profit decreased from $269.0 million for the year ended December 31, 2023 to $261.0 million for the year ended December 31, 2024,2024 to $254.6 million for the year ended December 31, 2025, a decline of $8.0$6.4 million or 3%.2%. Gross margin for the year ended December 31, 20232024 was 62.3%60.9% compared to 60.9%60.4% for the year ended December 31, 2024.2025. Our revenue for the year ended December 31, 20242025 declined by $2.7$7.2 million or 1%2% compared to the year ended December 31, 2023.2024. Total cost of revenue for the year ended December 31, 20242025 increaseddecreased by $5.2$0.8 million, or 3%,0.5%, compared to the year ended December 31, 2023.2024. Given that the increasedecrease in the cost of revenue was 3%0.5% andwas weless experiencedthan aour decline in revenue of 1%,2%, we realized a decline of 15050 basis points in our gross margin for the year ended December 31, 20242025 compared to the year ended December 31, 2023. The lower gross margin for the year ended December 31, 2024 was primarily due to increasing employee compensation and benefits, all other costs and administrative allocations despite a slight decline in our revenue.2024.

Sales and marketing expenses. As a percentage of our revenue, sales and marketing expenses have increased from 33% for the year ended December 31, 2023 to 35% for the year ended December 31, 2024.2024 to 36% for the year ended December 31, 2025. In dollar terms, sales and marketing expenses increased from $142.3 million for the year ended December 31, 2023 to $149.7 million for the year ended December 31, 2024,2024 to $151.6 million for the year ended December 31, 2025, an increase of $7.4$1.8 million or 5%.1%. This increase was primarily due to (i) a $6.3$2.7 million increase in employee compensation and benefits, (ii) a $2.4 million increase in administrative allocated costs and (iii) a $0.8 million increase of other costs. These costs increases were offset by (iv) a $3.6 million decrease in travel and entertainment costs, primarily related to a sales training event held in January 2024 (ii)not a $1.4 million increaseheld in employee compensation2025 and benefits, (iii) a $1.2 million increase in administrative allocated costs, and (iv) a $1.3 million increase of other costs. These costs increases were offset by (v) a $1.5$0.9 million decline in contract labor, (vi) a $0.8 million decline in trade show costs and (vii) a $0.5 millionnet decline for advertising, marketing and promotional costs.costs and trade shows.

•If our revenue continues to declinedeclines 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.

•AnyThe issuanceprice of our Common Stock uponhas the exercise of outstanding warrants expiring in June 2026 will dilute existing stockholdersbeen and suchmay issuancescontinue to be volatile, and/or any sales of Common Stock by large stockholders may depress the market price of our Common Stock.

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 declinedeclines 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 will need to generate and sustain increased revenue levels in future periods while managing our costs to be profitable, and, even if we do, we may not be able to maintain or increase our level of profitability. Our revenue increased from $104.2$208.3 million for the threesix months ended MarchJune 31,30, 2025 to $105.5$216.5 million for the threesix months ended MarchJune 31,30, 2026, representing a period over period increase of 1.2%.4%. However, we cannot assure you that our revenue will continue to increase. We believe our revenue growth depends on a number of factors, including our ability to:

In addition, efforts to encourage growth have placed and may continue to place significant demands on our management and our operational and financial resources. Recent changes to our organizational structure and associated reductions in our workforce to align our operational needs with our ability to achieve and sustain profitability will necessitate continued adjustments to our operational, financial and management controls, as well as our reporting systems and procedures. We may not realize the 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.

Further, we believe that our corporate culture has been a critical component of our success. However, efforts to encourage growth may make it difficult to maintain our corporate culture. For example, recent changes to our organizational structure and associated reductions in our workforce may yield unintended consequences, such as attrition beyond our intended reduction in workforce and reduced employee morale. We must allocate valuable management resources to drive our reorganizational efforts without undermining our corporate culture of rapid innovation, teamwork and attention to client service. Any failure to manage efforts to encourage growth and related organizational changes in a manner that preserves our culture could negatively impact the achievement of our business objectives and our ability to achieve and maintain profitability.

Our current and potential competitors across each component of our Solutions Portfolio may have significantly more financial, technical, sales and marketing teams and other resources than we have, may be able to devote greater resources to the development, promotion, sale and support of their products and services, may have more extensive customer bases and broader customer relationships than we have and may have longer operating histories and greater name recognition than we have. Our competitors include enterprise software vendors and companies offering independent enterprise software support, products and services, as well as other suppliers of managed IT and IT consulting services. These competitors include companies of various sizes and both public and private companies, including large, global companies and smaller companies with more specialized focuses, new entrants and AI or cloud-native companies. Specifically, we face intense competition from enterprise software vendors, such as Oracle and SAP, who provide software support for their own products. Competitors have offered, and may continue to offer, discounts to companies to whom we have marketed our services. In addition, competitors, including enterprise software vendors, may take other actions to maintain their business, including changing the terms of their customer agreements, the functionality of their support, products or services, or their pricing. For example, since 2017, Oracle has prohibited us from accessing its support websites to download software updates on behalf of our clients who are authorized to do so and permitted to authorize a third party to do so on their behalf. In addition, the support, license or other contractual policies of our competitors, including Oracle and SAP, may penalize customers that choose to use our or any independent provider’s services or products.products, including our Agentic AI ERP solutions. Further, the contractual policies of enterprise software vendors, such as Oracle and SAP, may contain clauses that penalize customers that seek to return to the software vendor to purchase new licenses or support following a departure from the software vendor’s support program, thus deterring such customers from transitioning to our services. In addition, our current and potential competitors, including enterprise platform vendors that are acquiring, building or investing in automation and AI functionality of partnering with automation and AI providers, including agentic AI providers, may develop and market new technologies that render our existing or future enterprise software support, products or services (including our Agentic AI ERP solutions) less competitive or obsolete. Finally, we also face competition from software licensees that choose to self-support. Many enterprise software licensees have invested substantial personnel, infrastructure and financial resources in their own organizations with respect to support of their licensed enterprise software products and may choose to self-support with their own internal resources instead of purchasing support services. Competition could significantly impede our ability to sell our enterprise support, products and services on terms favorable to us, and we may need to decrease our prices to remain competitive. If we are unable to maintain our current pricing due to competitive pressures, our margins will be reduced and our results of operations will be negatively affected.

Our results of operations have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control, including seasonality linked to certain of the sales cycles for our products and services and the efforts of enterprise software vendors to convince our clients and potential clients to upgrade or migrate to cloud-based versions of their enterprise software. Historically, our sales cycle has been tied to the renewal dates for our clients’ existing and prior vendor support agreements for the products that we support. Because our clients make support vendor selection decisions in conjunction with the renewal of their existing support agreements with Oracle and SAP, among other enterprise software vendors, we have experienced an increase in business activity during the quarterly periods in which those agreements are up for renewal. However, because we have introduced and intend to continue to introduce products and services for additional software products that do not follow the same renewal timeline or pattern, our past results may not be indicative of our future performance, and comparing our results of operations on a period-to-period basis may not be meaningful. Our existing clients often renew their agreements with us at or near the end of each calendar year, so we have also experienced and expect to continue to experience heavier renewal rates in the fourth quarter. Finally, major enterprise software vendors, including Oracle, SAP, InforSAP and Microsoft, routinely promote upgrades and cloud migrations as strategic imperatives. If a client or potential client migrates or upgrades their enterprise software, this may limit or restrict our ability to provide our enterprise software support, services and solutions, including our Agentic AI ERP solutions.

WeAs a result of the factors outlined above, we may not be able to accurately forecast the amount or mix of future product and service subscriptions, revenue and expenses, andand, asin a result,turn, our results of operations may fall below our estimates or the expectations of securities analysts and investors. If our revenue or results of operations fall below the guidance we provide or the expectations of investors or securities analysts, the price of our Common Stock could decline.

We depend and rely on software-as-a-service, or SaaS, technologies and related services from third parties to operate critical functions of our business, including our Agentic AI ERP solutions, billing and order management, financial accounting services, and client relationship management services. If these services become unavailable due to extended outages or interruptions, security vulnerabilities, or cyber-attacks, lack of availability on commercially reasonable terms or prices, or due to other unforeseen circumstances, our expenses could increase, our ability to manage these critical functions could be interrupted, and our processes for and ability to manage sales of our products, recognize revenue, and support our clients could be impaired, all of which could adversely affect our business and operating results. We have integrated, and plan to further integrate, AI capabilities and technologies into our and service offerings, and the continued use and/or development of AI technologies or services by some of our third-party vendors and service providers, as well as any ineffective or inadequate AI development or deployment practices by us or such third-party vendors and service providers, could result in unintended consequences such as reputational damage, legal liabilities or loss of user confidence or business. The algorithms and models used in AI technologies and systems may have limitations, including biases, errors, or inability to handle certain data types or scenarios.scenarios and may produce hallucinatory or unexpected results, inferences and behaviors. In addition, there is a risk of system failures, disruptions or vulnerabilities that could compromise the integrity, security or privacy of the generated content, including the use of cyberattacks against emerging technologies, such as generative and agentic AI.

•U.S. foreign policy in Latin America, regarding the Arctic regionsAmerica and the Middle East;

Our 2025 Settlement Agreement with Oracle requires us to complete the Wind Down of our provision of support and services for Oracle PeopleSoft software no later than July 31, 2028 (the “Wind Down Period”). The Wind Down includes, but is not limited to, our Rimini Support, Rimini Manage and Rimini Consult services for Oracle PeopleSoft products. As we provide services for Oracle PeopleSoft products to clients globally, both the pace of revenue reduction during the Wind Down process and the final date that we will receive revenue from the discontinued services are unknown as of the date of this Report. The percentage of revenue derived from support and services the Company provides solely for Oracle PeopleSoft products was approximately 3% and 7%6% of total revenue for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. We expect continued reductions in revenue related to services for Oracle PeopleSoft products over the course of the Wind Down Period.

The software industry is characterized by the existence of a large number of patents, copyrights, trademarks, trade secrets as well as other intellectual and proprietary rights. Companies in the software industry are often required to defend against claims and litigation alleging infringement or other violations of intellectual property rights. Our past and inactive litigation with Oracle relates in part to copyright infringement claims and, from time to time, we may receive threatening letters or notices alleging infringement or may be the subject of claims that our services and underlying technology infringe or violate the intellectual property rights of others. Further, while we prohibit the use of certain emerging technologies by our employees unless incorporated into one of our product or service offerings or approved in accordance with internal policies, incorporatingour incorporation of AI technologies,technologies in our product and service offerings or the authorized or unauthorized use of AI technologies by our employees may result in allegations or claims against us related to violations of third-party intellectual property rights, unauthorized access to or use of proprietary information and/or failure to comply with the terms of third-party licensing agreements. Any such allegation, whether innocent or intentional, can adversely impact marketing, sales and our reputation.

•In the United States, states continue to propose and pass comprehensive privacy legislation, including data breach notification laws, personal data privacy laws, and consumer protection laws, without harmonization. For example, the CCPA, as amended by the California Privacy Rights Act, gives California residents rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA also provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. The CCPA has prompted a number of proposals for new federal and state-level privacy legislation, and in some states, efforts to pass comprehensive privacy laws have been successful. Aa growing number of other states have enacted or are expected to pass laws that impose privacy obligations. The existence of comprehensive privacy laws in different states adds additional complexity, variation in requirements, restrictions, and potential legal risk, requires additional investment of resources in 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.

•Outside of the United States, virtually every jurisdiction in which we provide our products and services has established its own data protection requirements with which we orand our clients must comply.

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 Stockstock price.

State, local and foreign jurisdictions have differing and complex rules and regulations governing sales, use, value-added and other taxes, and these rules and regulations can be subject to varying interpretations that may change over time. In particular, the applicability of such taxes to our products and services in various jurisdictions is unclear. Further, these jurisdictions’ rules regarding tax nexus are complex and can vary significantly. Currently,We wehave arepreviously been under audit in some of our jurisdictions. We have previously faced and could face the possibility again of tax assessments and additional audits, and our liability for these taxes and associated interest and penalties could exceed our original estimates.

On MarchJune 31,30, 2026, our outstanding indebtedness under our Credit Facility totaled $57.6$47.6 million. WeWhile we have reduced our borrowings under our Credit Facility, we may incur substantial additional indebtedness in the future. Our Credit Facility and other debt instruments we may enter into in the future may significantly impact our business, including the following among others:

The price of our Common Stock has been and may continue to 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.

Technology sector stocks have historically and recently experienced high levels of volatility. The price of our Common Stock has fluctuated and may continue fluctuate due to various factors enumerated in this Risk Factors section and elsewhere in this Report. Additional factors impacting the price of our Common Stock could include:

•any delisting of our Common Stock from Nasdaq Global Market due to any uncured failure to meet listing requirements; and

•the general state of securities markets.markets, including price and volume fluctuations in the overall market from time to time.

These factors may materially reduce the market price of our Common Stock, regardless of our operating performance. Additionally, we have registered for resale the shares of Common Stock of certain of our significant holders of our Common Stock, including our largest stockholder, Adams Street Partners, LLC. A sale of large amounts of our Common Stock could have the effect of increasing volatility and putting significant downward pressure on the price of our Common Stock. Also, theAny issuance of Commonadditional Stockcapital uponstock exercise(or ofsecurities warrantsconvertible thatinto remain outstanding and exercisable until June 2026 may result in immediate dilution of the equity interestsshares of our existing common stockholders and might result in dilution in the tangible net book value of a share of Common Stock,Stock), dependingincluding uponunder theour price2013 atEquity whichIncentive the shares are issued. We may also seek to engage in further capital optimization transactions in the future, the result of whichPlan, could trigger some dilution or have other impacts on the market price of our Common Stock and not achieve an improved capital structure.Stock. Any issuance of equity by us in the future to raise additional capital may not achieve an improved capital structure and could cause the price of our Common Stock to decline or require us to issue shares at a price that is lower than that paid by holders of our Common Stock in the past, which would result in those newly issued shares being dilutive.

Based on the number of shares of Common Stock outstanding as of MarchJune 31,30, 2026, two of our stockholders have aggregate voting power of approximately 37.7%37.4% of our outstanding capital stock. As of MarchJune 31,30, 2026, (i) approximately 25.6%25.2% of our outstanding stock is held by entities affiliated with Adams Street Partners LLC and (ii) approximately 12.1%12.2% of our outstanding stock is beneficially owned by our President, Chief Executive Officer and Chairman of the Board. Our directors and officers or persons affiliated with our directors and officers have aggregate voting power of approximately 40.0%40.2% as of MarchJune 31,30, 2026. As other institutional investors hold more than 5% of outstanding stock as of MarchJune 31,30, 2026, a small number of stockholders comprise a majority of our outstanding stock.

Our Board of Directors has authorized a $50.0 million stock repurchase program through June 2029. During the threesix months ended MarchJune 31,30, 2026, we did not acquire any shares of Common Stock. Repurchases pursuant to our stock repurchase program could affect our Common Stock price and increase its volatility. The existence of a stock repurchase program could also cause our Common Stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our Common Stock. Such repurchase program will not obligate us to repurchase any further specific dollar amount or number of shares of Common Stock within that authorization and may be suspended or discontinued at any time, which could cause the market price of our Common Stock to decline. The timing and actual number of shares repurchased depends on a variety of factors including the timing of open trading windows, price, corporate and regulatory requirements, and other market conditions. Further, the provisions of the Inflation Reduction Act of 2022 impose an excise tax of 1% tax on the fair market value of stock repurchases made after December 31, 2022,repurchases, net of certain adjustments for issuances of incentive and other equity. The impact of this provision will depend on the extent of share repurchases and qualified reductions for issuances made in future periods. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our Common Stock may decline below the levels at which we repurchased shares of Common Stock. Although our stock repurchase program is intended to enhance stockholder value, short-term stock price fluctuations could reduce the program’s effectiveness.

•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;

•other risks and uncertainties, including those discussed under “Risk Factors” in Part I,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 I,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.

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,Workday®, Dayforce® and ServiceNow®; and new solutions for security, interoperability, observability and consulting.

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,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. For more details about the Rimini Smart Path, please see Item 1 “Business” included in Part I of our 2025 Form 10-K.

As of MarchJune 31,30, 2026, we employed over 1,9501,980 professionals and supported over 3,1303,132 active clients globally, including 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 services to support a specific product. For example, we count as two separate active clients instances where we provide support for two different products to the same entity.

Our subscription-based revenue provides a foundation for, and visibility into, future period results. For the three months ended MarchJune 31,30, 2026 and 2025, we generated revenue of $105.5$111.1 million and $104.2$104.1 million, respectively, representing an increase of 1%.7%. During the three months ended MarchJune 31,30, 2026, we recorded net income of $1.4$2.4 million, and as of MarchJune 31,30, 2026, we had an accumulated deficit of $200.0$197.6 million. Approximately 44% and 48%47% of our revenue was generated in the United States for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Approximately 56% and 52%53% of our revenue was generated in foreign jurisdictions for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

On July 7, 2025, we and Mr. Ravin entered into a Settlement Agreement with Oracle Corporation relating to the Rimini II litigation. Under the terms of this agreement, we are required to complete the Wind Down no later than July 31, 2028 (the “Wind Down Period”). As we provide services for Oracle PeopleSoft products to clients globally, the Wind Down process is expected to take place over the Wind Down Period, but both the pace of revenue reduction and the final date that the Company will receive revenue from the discontinued services is unknown as of the date of this Report. We expect significant reductions in revenue related to services for Oracle PeopleSoft products over the course of the Wind Down Period. Revenue related to providing services for Oracle PeopleSoft products accounted for approximately 3% of revenue for the three months ended March 31, 2026 and approximately 7%6% of revenue for the threesix months ended MarchJune 31,30, 2025.2026 and 2025, respectively.

Uncertainty regarding changes continuing to be made in laws and regulations by the current U.S. administration, changing interest rates, along with uncertainty about U.S. trade policies, particularly when pertaining to treaties, tariffs and other limitations on international trade, are causing economic and geopolitical uncertainty. Despite these macroeconomic and geopolitical pressures, we expect to continue to be able to market, sell and provide our current and future products and services to clients in non-sanctioned countries globally. We also expect to continue investing in the development and improvement of new and existing products and services to address client needs. Further, although our operations are influenced by general economic conditions, we do not believe the impacts of the economic disruptions described above had a significant net impact on our revenue or results of operations during the three and six months ended MarchJune 31,30, 2026.

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

Since the founding of our Company, we have made the expansion of our client base a priority. We believe that our ability to expand our client base is an indicator of the growth of our business, the success of our sales and marketing activities, and the value that our services bring to our clients. We define an active client as a distinct entity, such as a company, an educational or government institution, or a business unit of a company that purchases our services to support a specific product. For example, we count as two separate active clients when support for two different products is being provided to the same entity. As of MarchJune 31,30, 2026 and 2025, we had approximately 3,1303,132 and 3,0923,060 active clients, respectively.

We define a unique client as a distinct entity, such as a company, an educational or government institution or a subsidiary, division or business unit of a company that purchases one or more of our products or services. We count as two separate unique clients when two separate subsidiaries, divisions or business units of an entity purchase our products or services. As of MarchJune 31,30, 2026 and 2025, we had approximately 1,5721,569 and 1,5751,553 unique clients, respectively.

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

We recognize subscription revenue on a daily basis. We define annualized recurring revenue as the amount of subscription revenue recognized during a quarter and multiplied by four. This gives us an indication of the revenue that can be earned in the following 12-month period from our existing client base, assuming no cancellations or price changes occur during that period. Subscription revenue, which excludes any non-recurring revenue, was $100$103 million, or 95%93% of total revenuerevenue, for the three months ended MarchJune 31,30, 2026 and $99 million, or 95% of total revenue for the three months ended MarchJune 31,30, 2025. Excluding subscription revenue from support for Oracle PeopleSoft products, our subscription revenue was $97$100 million and $92$93 million asfor ofthe Marchthree 31,months ended June 30, 2026 and 2025, respectively.

Our annualized recurring revenue was $401$413 million and $396$394 million as of MarchJune 31,30, 2026 and 2025, respectively. Excluding subscription revenue from support for Oracle PeopleSoft products, our annualized subscription revenue was $388$401 million and $370$371 million as of MarchJune 31,30, 2026 and 2025, respectively.

We define revenue retention rate as the actual subscription revenue (dollar-based) recognized in a 12-month period from clients that existed on the day prior to the start of the 12-month period divided by our annualized recurring revenue as of the day prior to the start of the 12-month period. Our revenue retention rate was 88%90% and 88%90% for the 12 months ended MarchJune 31,30, 2026 and 2025, respectively.

We define gross profit as the difference between revenue and the costs incurred in providing the software products and services. Gross profit margin is the ratio of gross profit divided by revenue. Our gross profit margin was approximately 59.0%60.9% and 61.0%60.4% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Our gross profit margin declined for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to increases in engineering consulting costs and allocations of overhead costs.

Comparison of Three Months Ended MarchJune 31,30, 2026 and 2025

Our consolidated statements of operations for the three months ended MarchJune 31,30, 2026 and 2025, are presented below (in thousands):

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

Revenue. Revenue grew from $104.2$104.1 million for the three months ended MarchJune 31,30, 2025 to $105.5$111.1 million for the three months ended MarchJune 31,30, 2026, an increase of $1.3$7.0 million or 1%.7%. The increase in revenue was driven primarily by growth in our subscription revenue of $1.2$4.7 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. On a geographic basis, United StatesExcluding revenue declinedfor fromOracle’s $50.1PeopleSoft millionsoftware products, adjusted revenue increased by 10% for the three months ended MarchJune 31,30, 2025 to $46.9 million for the three months ended March 31, 2026, a decrease of $3.2 million or 6%. Our international revenue grew from $54.1 million for the three months ended March 31, 2025 to $58.6 million for the three months ended March 31, 2026, an increase of $4.5 million or 8%.2026.

We are required to complete our previously-announced Wind Down of support and services for Oracle PeopleSoft products no later than July 31, 2028. The percentage of revenue derived from support and services the Company provides solely for Oracle PeopleSoft products was approximately 3% and 7%6% of the Company’s total revenue for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Cost of revenue. Cost of revenue increased from $40.7$41.3 million for the three months ended MarchJune 31,30, 2025 to $43.2$43.4 million for the three months ended MarchJune 31,30, 2026, an increase of $2.5$2.1 million or 6%.5%. The key drivers related to the cost of revenue increase were a $1.5$1.3 million increase in engineering consulting costs andcosts, a $0.9$0.6 million increase in administrative allocations and ana $0.6 million increase in all other costs. These items were slightly offset by a decrease in employee compensation and benefits of $0.3$0.5 million. These items were offset slightly by a $0.1 million decrease in all other costs.

Gross profit. Gross profit decreasedgrew from $63.5$62.9 million for the three months ended MarchJune 31,30, 2025 to $62.3$67.7 million for the three months ended MarchJune 31,30, 2026, aan decreaseincrease of $1.3$4.8 million or 2%.8%. Gross profit margin for the three months ended MarchJune 31,30, 2025 was 61.0%60.4% compared to 59.0%60.9% for the three months ended MarchJune 31,30, 2026. For the three months ended MarchJune 31,30, 2026, the total cost of revenue increased by 6%5% compared to an increase in revenue of 1%7% for the three months ended MarchJune 31,30, 2026. As a result, our gross profit margin declinedimproved by 20050 basis points period over period. We will continue to monitor and manage our overall gross margin as we enter and invest in a broader mix of products and services.

Sales and marketing expenses. As a percentage of our revenue, sales and marketing expenses were 37%38% and 33%37% for the three months ended MarchJune 31,30, 2026 and 2025, respectively. In dollar terms, sales and marketing expenses increased from $34.3$38.0 million for the three months ended MarchJune 31,30, 2025 to $38.6$42.7 million for the three months ended MarchJune 31,30, 2026, an increase of $4.4$4.7 million or 13%.12%. This increase was primarily due to the following;: (i) a $1.5$1.8 million increase in employee compensation and benefits, (ii) a $1.2$1.1 million increase in travel costs, (iii) a $1.1 million increase related to marketing programs and promotions,promotions and (iiiiv) a $1.0$0.9 million increase in allocated costs, (iv) a $0.3 million increase in travel costs and (v) a $0.4 million increase in contract labor and all other costs. We will continue to seek additional revenue by selectively investing in resources and marketing programs that we believe will be scalable and help drive future revenue growth.

General and administrative expenses. General and administrative expenses increased from $17.5$16.8 million for the three months ended MarchJune 31,30, 2025 to $17.9$17.3 million for the three months ended MarchJune 31,30, 2026, an increase of $0.3$0.5 million or 2%.3%. This increase was generally due to the following: (i) an increase in employee compensation and benefits of $1.6$0.3 millionmillion, and(ii) an increase in computer and software licenses of $0.7$0.6 million, (iii) an increase in professional services of $0.3 million and (iv) an increase of other costs of approximately $1.0 million. The unfavorable variances were offset primarily by an increased benefit of administrative allocation expenses of $1.9$1.6 million.

Research and development expenses. In 2026, we made a strategic decision to utilize key personnel and resources to focus on research and development in regard to existing products as well as to develop new products for our technology solutions. Our primary development strategy is to incorporate Agentic AI solutions to extend the life cycle of existing highly customizable ERP systems by automating and organizing business processes for enhanced flexibility, scalability and integration. Research and development expenses were $0.6$1.1 million for the three months ended MarchJune 31,30, 2026.

Professional fees and other costs associated with the above litigation decreased from $1.9$2.3 million for the three months ended MarchJune 31,30, 2025 to none for the three months ended MarchJune 31,30, 2026, a decrease of $1.9 million.2026. Please refer to Note 8 to our Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1 of this Report, for additional information regarding our litigation with Oracle.

Interest expense. Interest expense decreased from $1.7$1.6 million for the three months ended MarchJune 31,30, 2025 to $1.3$1.1 million for the three months ended MarchJune 31,30, 2026. Interest expense declined due to severalmultiple reasons. To begin with,First, we had no borrowings under the revolving line of credit during the three months ended MarchJune 31,30, 2026 compared to borrowingan $15.0average principal balance of $12.0 million during the three months ended MarchJune 31,30, 2025. As result, the interest expense incurred under the revolving line of credit declined $0.3$0.2 million during the three months ended MarchJune 31,30, 2026. InSecond, addition,we made voluntary prepayments of $10.0 million, $5.0 million and $5.0 million on the effective interest rate for theoutstanding term loan wasprincipal 7.4%balance on June 25, 2026, March 30, 2026 and February 4, 2026, respectively. These payments resulted in a reduction of the outstanding average principal balance for the three months ended MarchJune 31, 2026 compared to 8.0% for the three months ended March 31, 2025 as the SOFR was approximately 60 bps lower during three months ended March 31,30, 2026 compared to the three months ended March 31, 2025. Also, we made principal prepayments of $5.0 million on February 4, 2026 and $5.0 million on MarchJune 30, 20262025, which impactedhelped to reduce the interest expense incurred.by $0.3 million.

Other income (expenses), net. Other income (expenses), net is primarily comprised of interest income, foreign exchange gains and losses, and other non-operating income and expenses. For the three months ended MarchJune 31,30, 2026, net other expense of approximately $1.2$0.3 million was comprised of foreign exchange losses of $1.7 million and other expenses of $0.2 million, which were offset by other income from cash and cash equivalent of $0.6 million. For the three months ended March 31, 2025, net other expense of approximately $0.1 million was comprised primarily of foreign exchange losses of $0.5$1.1 million and other expenses of $0.1 million, which were offset by interest income from cash and cash equivalents of $0.6$0.9 million. For the three months ended June 30, 2025, net other income of approximately $1.2 million was comprised primarily of interest income from cash and cash equivalents of $2.6 million, which was offset by foreign exchange losses of $1.2 million and other expenses of $0.1 million.

Income taxes. We had an income tax expense of $4.3$10.5 million for the three months ended MarchJune 31,30, 2025 compared to $0.9$2.6 million for the three months ended MarchJune 31,30, 2026. For the three months ended MarchJune 31,30, 2026, the primary reason for the change in income taxes was due to a decrease of income before taxes of $5.3$35.8 million in the current year period compared to the prior year period.