COMMITMENTS AND CONTINGENCIES	6 Months Ended
Jun. 30, 2025
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Purchase Commitments The Company’s purchase commitments as of June 30, 2025 are primarily related to agreements to purchase services in the ordinary course of business. As of June 30, 2025, the total minimum purchase obligations totaled $10.9 million. There have been no other material changes outside the normal course of business to the Company’s non-cancellable purchases commitments. For additional information, please refer to Note 9 to the Company’s Consolidated Financial Statements for the year ended December 31, 2024, included in Part II, Item 8 of the 2024 Form 10-K. Retirement Plan The Company has defined contribution plans for both its U.S. and foreign employees. For certain of these plans, employees may contribute up to the statutory maximum, which is set by law each year. The plans also provide for employer contributions. For the three months ended June 30, 2025 and 2024, the Company’s matching contributions to these plans totaled $0.8 million and $1.0 million, respectively. For the six months ended June 30, 2025 and 2024, the Company’s matching contributions to these plans totaled $1.6 million and $1.9 million, respectively. Litigation with Oracle; July 2025 Rimini II Settlement Agreement and Subsequent Stay of Rimini II Litigation Oracle Litigation Background Over the past fifteen years, the Company and certain affiliates of Oracle Corporation (together with its subsidiaries individually and collectively “Oracle”) have been parties in two different U.S. Federal court cases, referred to as “Rimini I” and “Rimini II.” The Company’s litigation with Oracle has been primarily related to the manner in which it provided certain support services to a subset of its clients that are licensees to Oracle’s enterprise software, certain Company actions involving Oracle copyright notices, and certain Company public statements. In January 2018, the Ninth Circuit Court of Appeals (the “Ninth Circuit”) held that the Company offered third-party support in lawful competition with Oracle’s direct maintenance services. Rimini I In January 2010, Oracle commenced litigation against the Company in the District Court for the District of Nevada (the “District Court”), Oracle USA, Inc. v. Rimini, No. 2:10-cv-00106 (D. Nev.) (“Rimini I”). The litigation has run its course through trial and appeals, and there are no current litigation activities. A permanent injunction was entered by the District Court in 2018 (“Rimini I Injunction”) and remains in effect, defining the manner in which the Company can provide support services for certain Oracle product lines (but not prohibiting Company support of any Oracle products). Rimini II In October 2014, the Company commenced litigation against Oracle in Rimini II, and Oracle brought counterclaims against the Company and its President, Chief Executive Officer and Chairman of the Board, Mr. Seth Ravin. Following trial in 2022 and a merits appeal to and ruling by the Ninth Circuit, the Rimini II matter was remanded to the District Court to resolve Oracle’s claims related solely to the manner in which the Company provided certain support services to a subset of the Company’s Oracle PeopleSoft clients and – in light of the judgment reversals made in favor of the Company by the Ninth Circuit, which included vacating the underlying copyright infringement judgment – resolve the disposition of approximately $58.7 million in attorneys’ fees and costs, including post-judgment interest of approximately $0.2 million, paid by the Company to Oracle in late 2024. On April 24, 2025, the District Court issued a permanent injunction (the “Rimini II Injunction”) requiring the Company to comply with the Digital Millennium Copyright Act and to refrain from making four statements – none of which are part of the Company’s current marketing. Oracle PeopleSoft Services Wind Down In July 2024, the Company announced during its fiscal second quarter earnings call that it had unilaterally decided to wind down its offering of support and services for Oracle PeopleSoft software, and the Company repeated this announcement during subsequent earnings calls held in October 2024 and May 2025. At the time of the Company’s announcement on July 31, 2024, the annual revenue associated with the Company’s provision of services for Oracle’s PeopleSoft products was approximately $30 million. The percentage of revenue derived from services the Company provides solely for Oracle’s PeopleSoft software product was approximately 6% of the Company’s total revenue for each of the three and six months ended June 30, 2025, respectively. The Rimini II Settlement Agreement On July 7, 2025 (the “Effective Date”), the Company and Mr. Ravin entered into a confidential settlement agreement (the “Settlement Agreement”) with Oracle (all signatories, collectively, the “Parties”). If all Parties complete their agreed upon responsibilities, the Settlement Agreement will allow for the final resolution and ultimate dismissal of Case Number 2:14-cv-01699-MMD-DJA (“Rimini II”). The Parties entered into the Settlement Agreement to provide a full, final, complete and global settlement of the subject matter of the Rimini II case. On July 9, 2025, in accordance with the terms of the Settlement Agreement, the Company received from Oracle approximately $37.9 million of the approximately $58.7 million in attorneys’ fees and costs the Company paid to Oracle in late 2024, which the Company agreed would satisfy all Oracle repayment obligations implemented by the District Court’s Order on Fees on Remand dated June 2, 2025 and a related order dated June 23, 2025, which required Oracle to reconvey the money it received from the Company within fifteen days of the date of the June 23, 2025 order. As of July 18, 2025, the Rimini II litigation has been stayed by the District Court. In addition to the above, the Settlement Agreement provides, in part: •No Parties admit any liability or wrongdoing. •If, among other obligations, the Company (a) completes its previously announced wind down of its provision of support and services for Oracle’s PeopleSoft software (the “Wind Down”) no later than July 31, 2028 (the “Wind Down Period”), (b) notifies all existing customers for which it supplies such support and services of the Wind Down, (c) provides required quarterly Wind Down progress reports to Oracle with certain agreed-upon information and (d) signs a declaration, under penalty of perjury, affirming that the Wind Down is complete and issues a public statement as to the same, which statement can be in the form of a filing made with the United States Securities and Exchange Commission (the “SEC”), then, within 14 days after the Company certifies to Oracle that the Wind Down has been completed, the Parties will jointly file a stipulation with the District Court to dismiss the Rimini II litigation with prejudice. •During the Wind Down Period, the Parties covenant and agree not to make, initiate, join, take action in connection with, or assert any claim, action, litigation or proceeding of any kind, known or unknown, anywhere in the world against each other during the Wind Down Period based on any claim for conduct at issue in the Rimini I or Rimini II cases that accrued either (i) before the end of the Wind Down Period, if related to PeopleSoft products, or (ii) before the Settlement Agreement Effective Date, if related to any other Oracle product or service (such agreement and covenant, the “Litigation Standstill”), including any new lawsuits, contempt proceedings, actions to enforce the Rimini I Injunction or the Rimini II Injunction, or for discovery. In the event of a breach by any Party that remains uncured after the cure period and leads to the termination of the Settlement Agreement, Oracle may ask the District Court to lift the Litigation Standstill. •The Rimini I Injunction and the Rimini II Injunction shall remain in effect, and the District Court will retain jurisdiction to enforce them. The Settlement Agreement also contains customary representations, warranties and covenants. The above descriptions of the litigation with Oracle and the Settlement Agreement do not purport to be complete. Please refer to the Company’s Current Report on Form 8-K filed on July 9, 2025 and the redacted copy of the Settlement Agreement filed as Exhibit 10.1 to this Report for additional information. The Company reserves all rights, including appellate rights, with respect to the matters described above. For a description of potential risks relating to the Settlement Agreement, please refer to Part II, Item 1A of this Report (Risk Factors). As a result of the two June 2025 District Court orders described above, the Company deemed the loss recovery to be both probable and estimable as of June 30, 2025. As such, the Company recorded a litigation settlement receivable of approximately $37.9 million which is included in prepaid expenses and other on the unaudited condensed consolidated balance sheets as of June 30, 2025. For the three and six months ended June 30, 2025, the Company recognized the loss recovery as litigation settlement income of approximately $36.2 million and interest income of approximately $1.7 million. Please refer to Note 9 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Form 10-K for the year ended December 31, 2024, and Note 8 to the Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as filed with the SEC on May 1, 2025, for additional information and disclosures regarding the Company’s litigation with Oracle. Other Litigation From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal fees are expensed as incurred. Liquidated Damages The Company enters into agreements with clients that contain provisions related to liquidated damages that would be triggered in the event that the Company is no longer able to provide services to these clients. The maximum cash payments related to these liquidated damages are approximately $8.4 million and $7.2 million as of June 30, 2025 and December 31, 2024, respectively. To date, the Company has not incurred any costs as a result of such provisions and has not accrued any liabilities related to such provisions in these Unaudited Condensed Consolidated Financial Statements.

The Company’s purchase commitments as of June 30, 2025 are primarily related to agreements to purchase services in the ordinary course of business. As of June 30, 2025, the total minimum purchase obligations totaled $10.9 million. There have been no other material changes outside the normal course of business to the Company’s non-cancellable purchases

commitments. For additional information, please refer to Note 9 to the Company’s Consolidated Financial Statements for the year ended December 31, 2024, included in Part II, Item 8 of the 2024 Form 10-K.

The Company has defined contribution plans for both its U.S. and foreign employees. For certain of these plans, employees may contribute up to the statutory maximum, which is set by law each year. The plans also provide for employer contributions. For the three months ended June 30, 2025 and 2024, the Company’s matching contributions to these plans totaled $0.8 million and $1.0 million, respectively. For the six months ended June 30, 2025 and 2024, the Company’s matching contributions to these plans totaled $1.6 million and $1.9 million, respectively.

Over the past fifteen years, the Company and certain affiliates of Oracle Corporation (together with its subsidiaries individually and collectively “Oracle”) have been parties in two different U.S. Federal court cases, referred to as “Rimini I” and “Rimini II.” The Company’s litigation with Oracle has been primarily related to the manner in which it provided certain support services to a subset of its clients that are licensees to Oracle’s enterprise software, certain Company actions involving Oracle copyright notices, and certain Company public statements. In January 2018, the Ninth Circuit Court of Appeals (the “Ninth Circuit”) held that the Company offered third-party support in lawful competition with Oracle’s direct maintenance services.

In January 2010, Oracle commenced litigation against the Company in the District Court for the District of Nevada (the “District Court”), Oracle USA, Inc. v. Rimini, No. 2:10-cv-00106 (D. Nev.) (“Rimini I”). The litigation has run its course through trial and appeals, and there are no current litigation activities. A permanent injunction was entered by the District Court in 2018 (“Rimini I Injunction”) and remains in effect, defining the manner in which the Company can provide support services for certain Oracle product lines (but not prohibiting Company support of any Oracle products).

In October 2014, the Company commenced litigation against Oracle in Rimini II, and Oracle brought counterclaims against the Company and its President, Chief Executive Officer and Chairman of the Board, Mr. Seth Ravin. Following trial in 2022 and a merits appeal to and ruling by the Ninth Circuit, the Rimini II matter was remanded to the District Court to resolve Oracle’s claims related solely to the manner in which the Company provided certain support services to a subset of the Company’s Oracle PeopleSoft clients and – in light of the judgment reversals made in favor of the Company by the Ninth Circuit, which included vacating the underlying copyright infringement judgment – resolve the disposition of approximately $58.7 million in attorneys’ fees and costs, including post-judgment interest of approximately $0.2 million, paid by the Company to Oracle in late 2024.

On April 24, 2025, the District Court issued a permanent injunction (the “Rimini II Injunction”) requiring the Company to comply with the Digital Millennium Copyright Act and to refrain from making four statements – none of which are part of the Company’s current marketing.

In July 2024, the Company announced during its fiscal second quarter earnings call that it had unilaterally decided to wind down its offering of support and services for Oracle PeopleSoft software, and the Company repeated this announcement during subsequent earnings calls held in October 2024 and May 2025. At the time of the Company’s announcement on July 31, 2024, the annual revenue associated with the Company’s provision of services for Oracle’s PeopleSoft products was approximately $30 million.

The percentage of revenue derived from services the Company provides solely for Oracle’s PeopleSoft software product was approximately 6% of the Company’s total revenue for each of the three and six months ended June 30, 2025, respectively.

On July 7, 2025 (the “Effective Date”), the Company and Mr. Ravin entered into a confidential settlement agreement (the “Settlement Agreement”) with Oracle (all signatories, collectively, the “Parties”). If all Parties complete their agreed upon responsibilities, the Settlement Agreement will allow for the final resolution and ultimate dismissal of Case Number 2:14-cv-01699-MMD-DJA (“Rimini II”). The Parties entered into the Settlement Agreement to provide a full, final, complete and global settlement of the subject matter of the Rimini II case.

On July 9, 2025, in accordance with the terms of the Settlement Agreement, the Company received from Oracle approximately $37.9 million of the approximately $58.7 million in attorneys’ fees and costs the Company paid to Oracle in late 2024, which the Company agreed would satisfy all Oracle repayment obligations implemented by the District Court’s Order on Fees on Remand dated June 2, 2025 and a related order dated June 23, 2025, which required Oracle to reconvey the money it received from the Company within fifteen days of the date of the June 23, 2025 order.

•If, among other obligations, the Company (a) completes its previously announced wind down of its provision of support and services for Oracle’s PeopleSoft software (the “Wind Down”) no later than July 31, 2028 (the “Wind Down Period”), (b) notifies all existing customers for which it supplies such support and services of the Wind Down, (c) provides required quarterly Wind Down progress reports to Oracle with certain agreed-upon information and (d) signs a declaration, under penalty of perjury, affirming that the Wind Down is complete and issues a public statement as to the same, which statement can be in the form of a filing made with the United States Securities and Exchange Commission (the “SEC”), then, within 14 days after the Company certifies to Oracle that the Wind Down has been completed, the Parties will jointly file a stipulation with the District Court to dismiss the Rimini II litigation with prejudice.

•During the Wind Down Period, the Parties covenant and agree not to make, initiate, join, take action in connection with, or assert any claim, action, litigation or proceeding of any kind, known or unknown, anywhere in the world against each other during the Wind Down Period based on any claim for conduct at issue in the Rimini I or Rimini II cases that accrued either (i) before the end of the Wind Down Period, if related to PeopleSoft products, or (ii) before the Settlement Agreement Effective Date, if related to any other Oracle product or service (such agreement and covenant, the “Litigation Standstill”), including any new lawsuits, contempt proceedings, actions to enforce the Rimini I Injunction or the Rimini II Injunction, or for discovery. In the event of a breach by any Party that remains uncured after the cure period and leads to the termination of the Settlement Agreement, Oracle may ask the District Court to lift the Litigation Standstill.

The Settlement Agreement also contains customary representations, warranties and covenants. The above descriptions of the litigation with Oracle and the Settlement Agreement do not purport to be complete. Please refer to the Company’s Current Report on Form 8-K filed on July 9, 2025 and the redacted copy of the Settlement Agreement filed as Exhibit 10.1 to this Report for additional information.

The Company reserves all rights, including appellate rights, with respect to the matters described above. For a description of potential risks relating to the Settlement Agreement, please refer to Part II, Item 1A of this Report (Risk Factors).

As a result of the two June 2025 District Court orders described above, the Company deemed the loss recovery to be both probable and estimable as of June 30, 2025. As such, the Company recorded a litigation settlement receivable of approximately $37.9 million which is included in prepaid expenses and other on the unaudited condensed consolidated balance sheets as of June 30, 2025. For the three and six months ended June 30, 2025, the Company recognized the loss recovery as litigation settlement income of approximately $36.2 million and interest income of approximately $1.7 million.

Please refer to Note 9 to the Consolidated Financial Statements included in Part II, Item 8 of the Company’s Form 10-K for the year ended December 31, 2024, and Note 8 to the Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as filed with the SEC on May 1, 2025, for additional information and disclosures regarding the Company’s litigation with Oracle.

From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal fees are expensed as incurred.

The Company enters into agreements with clients that contain provisions related to liquidated damages that would be triggered in the event that the Company is no longer able to provide services to these clients. The maximum cash payments related to these liquidated damages are approximately $8.4 million and $7.2 million as of June 30, 2025 and December 31, 2024, respectively. To date, the Company has not incurred any costs as a result of such provisions and has not accrued any liabilities related to such provisions in these Unaudited Condensed Consolidated Financial Statements.