Executive Summary

Q3 revenue of $103.4M (-1.2% YoY) and diluted EPS of $0.03; underlying revenue grew 2.5% ex-PeopleSoft wind-down, with gross margin modestly lower at 59.9% (vs. 60.7% LY) as mix and lower PeopleSoft revenue weighed on margins .
Record RPO of $611.2M (+6.4% YoY) and adjusted calculated billings +6.7% YoY signal improving demand; ARR declined 2.6% YoY but rose 1.0% YoY ex-PeopleSoft, reflecting progressive wind-down dynamics .
International continued to offset U.S. softness (Int’l +7.7% YoY vs. U.S. -10.3% YoY), with management citing record SAP support sales and 100+ VMware support contracts; AI ERP initiatives with ServiceNow saw >2 dozen early client engagements (immaterial in 2025; monetization expected from 2026) .
No formal guidance; company to reintroduce guidance at Investor Day on Dec 3—key upcoming catalyst alongside updates on “Agentic AI ERP,” sales model, and long-term outlook .

What Went Well and What Went Wrong

What Went Well

Demand indicators improved: record RPO $611.2M (+6.4% YoY), adjusted calculated billings +6.7% YoY, 79 new logos, and 17 $1M+ TCV transactions (aggregate TCV $63.1M vs. $48.7M LY) .
Strategic traction: added to U.S. GSA MAS (broadens public sector access) and announced partnership with American Digital; management highlighted record SAP support quarter and >100 VMware support contracts signed .
Litigation overhang reduced: Oracle matter settled; PeopleSoft wind-down progressing (PeopleSoft rev ~5% in Q3 vs. ~8% LY), and litigation costs trending lower over time, improving go-to-market and partner engagement .

Management quote: “Rimini Street has staked out its position as the software support and agentic AI ERP company… extend the useful life of current ERP system assets while also delivering the latest next-generation of ERP technology” .

What Went Wrong

U.S. revenue decline accelerated (-10.3% YoY) even excluding PeopleSoft (-4.4%), while Int’l +7.7% YoY; management cited carryover from prior-quarter losses and ratable revenue recognition lagging improved bookings .
Gross margin dipped to 59.9% (60.4% non-GAAP), down ~80 bps YoY, with CFO pointing to revenue decline tied to PeopleSoft wind-down; G&A included >$1M non-recurring international tax costs .
Non-GAAP profitability lower YoY (non-GAAP operating income $8.5M vs. $13.4M LY; adjusted EBITDA $10.1M vs. $13.7M LY), reflecting mix and investment to build growth capabilities .

Financial Results

Core P&L (GAAP and Non-GAAP)

Metric	Q3 2024	Q2 2025	Q3 2025
Revenue ($M)	$104.7	$104.1	$103.4
Gross Margin %	60.7%	60.4%	59.9%
Operating Income ($M)	$(49.6)	$41.2	$4.4
Net Income ($M)	$(43.1)	$30.3	$2.8
Diluted EPS ($)	$(0.47)	$0.32	$0.03
Non-GAAP Operating Income ($M)	$13.4	$10.9	$8.5
Non-GAAP Net Income ($M)	$19.9	$(0.08)	$6.9
Adjusted EBITDA ($M)	$13.7	$13.0	$10.1

Notes: Q2 2025 GAAP results benefited from a $36.2M litigation settlement credit; Q3 2024 GAAP results had $58.5M litigation settlement expense .

Geography Mix

Metric	Q3 2024	Q2 2025	Q3 2025
U.S. Revenue ($M)	$51.6	$49.2	$46.3
International Revenue ($M)	$53.1	$55.0	$57.2

KPIs (YoY; Q3 basis unless noted)

KPI	Q3 2024	Q3 2025
Annualized Recurring Revenue (ARR, $M)	$401.5	$391.0
RPO ($M)	$574.6	$611.2
Active Clients (Count)	3,097	3,155
Revenue Retention Rate (TTM)	89%	89%
Calculated Billings ($M)	$65.2	$66.5
Adjusted Calculated Billings ($M)	$59.9	$63.9
Subscription Revenue ($M; % mix)	$100.4 (95.9%)	$97.8 (94.5%)

Sequential reference points: ARR Q2 2025 $394.1M vs. Q3 2025 $391.0M; Active Clients Q2 2025 3,060 vs. Q3 2025 3,155; Subscription revenue Q2 2025 $98.5M (94.6%) vs. Q3 2025 $97.8M (94.5%) .

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Overall financial guidance	FY/Quarterly	Reinitiation planned at Analyst Day (announced with Q2 results)	Will provide forward-looking guidance at Dec 3, 2025 Investor Day	Maintained timing
Segment/OpEx/Tax	FY/Quarterly	None provided	None provided	—

No formal numerical guidance in Q3; management will outline market opportunity, strategy, and financial goals at Investor Day .

Earnings Call Themes & Trends

Topic	Previous Mentions (Q2 2025, Q1 2025)	Current Period (Q3 2025)	Trend
Agentic AI ERP (ServiceNow)	Partnerships and solution portfolio expansion highlighted; groundwork with partners (Merlin, Dayforce), extended SAP support to 2040	>2 dozen client engagements underway; immaterial near-term P&L, monetization expected 2026	Building pipeline; 2026 monetization
Litigation/PeopleSoft wind-down	Settlement disclosed; plan to reinitiate guidance at Analyst Day	Oracle settlement complete; PeopleSoft wind-down progressing (rev ~5% vs. ~8% LY); lower litigation costs expected	Overhang easing; revenue/headcount mix transitioning
Public sector/GSA access	Federal channel partnership (Merlin)	Added to U.S. GSA MAS; launched U.S. federal/SLED sales team	New route-to-market
VMware support	Portfolio broadened (Rimini Protect for hypervisors)	Surpassed 100 VMware support contracts	Gaining traction
Sales execution/channel	Upgrading leadership; pipeline expansion	82 quota-carrying sellers (vs. 73 LY); maturing indirect channel; record SAP support quarter	Capacity/productivity improving
Regional performance	Q1–Q2: U.S. pressured, Int’l growth	U.S. -10.3% YoY; Int’l +7.7% YoY; Q&A explained lag from prior losses and ratable recognition	Int’l offsetting U.S.

Management Commentary

Strategy: “We continued to simplify and refine our go-to-market strategy… support, optimize, and innovate… SmartPath… enabling [clients] to invest in AI innovation without spending above the current IT budget” .
Positioning: “Rimini Street has staked out its position as the software support and agentic AI ERP company” .
Demand indicators: “We… achieved a record RPO backlog of $611.2 million, up 6.4% year-over-year… record third-quarter SAP support sales… surpassed 100 VMware support contracts” .
Profit/costs: “Gross margin… 59.9%… reduction [YoY] largely the result of decline in revenue, primarily PeopleSoft… G&A… negatively impacted by slightly over $1 million due to non-recurring international transaction tax-associated costs” .
AI leverage internally: “We are absolutely focused on deploying AI across our entire company… reducing internal costs with AI” .

Q&A Highlights

AI ERP commercialization: >24–26 early client wins tied to ServiceNow; immaterial in 2025, monetization pacing in 2026 as use cases scale and joint selling ramps .
Bookings and U.S. trajectory: Bookings up ~6% YTD in U.S.; revenue lag reflects ratable recognition and prior losses; ex-PeopleSoft, revenue +2.5% YoY indicates turn toward growth .
Post-settlement funnel: Higher engagement from large prospects and partners who were previously hesitant due to litigation; expect litigation costs to trend down though not to zero due to compliance/wind-down .
Public sector: GSA MAS enables federal and SLED procurement without lengthy competitive processes; initial engagements underway, no expected impact from shutdown .
VMware mix: Majority of >100 VMware support customers believed to be net new logos; further detail to follow .

Estimates Context

S&P Global consensus for Q3 2025 EPS, revenue, and EBITDA was unavailable at the time of analysis; therefore, no vs. consensus comparison is provided. We will monitor for updates to S&P Global coverage and incorporate in future revisions.

Key Takeaways for Investors

Underlying growth ex-PeopleSoft: Core revenue +2.5% YoY and adjusted billings +6.7% YoY show healthier fundamentals as PeopleSoft wind-down progresses; record RPO supports forward revenue visibility .
Mix shift and investment weighing near-term margins: Gross margin down ~80 bps YoY and non-GAAP earnings lower; management flagged non-recurring G&A tax costs and continued investment to scale sales/AI ERP delivery .
International strength vs. U.S. softness: Int’l +7.7% YoY offset U.S. -10.3% YoY; management attributes U.S. revenue lag to prior losses and ratable revenue timing, with bookings and pipeline improving .
Strategic catalysts ahead: Dec 3 Investor Day (guidance reintroduction, financial model, long-term goals), deepening ServiceNow AI ERP commercialization (2026 monetization), maturing indirect channels, and public sector expansion via GSA MAS .
Capital allocation: Q3 repurchased ~~0.9M shares (~~$3.8M) and repaid remaining revolver; term loan outstanding ~$70–71M; cash $108.7M provides flexibility .
Watch list: Magnitude/timing of guidance at Investor Day, trajectory of U.S. bookings-to-revenue conversion, margin progression as PeopleSoft winds down and AI ERP scales, and durability of RPO/ARR trends .

Appendix: Additional Detail

Revenue Mix and Subscription

Subscription revenue $97.8M (94.5% of total) vs. $100.4M (95.9%) LY; subscription remains the dominant revenue base .

PeopleSoft Wind-Down

PeopleSoft revenue ~5% of Q3 revenue (vs. ~8% LY); PeopleSoft calculated billings $2.5M (vs. $5.3M LY); services to be fully wound down by July 31, 2028 per settlement .

Cash, Debt, and Working Capital

Cash and cash equivalents $108.7M; repurchased ~0.9M shares for ~$3.8M at $4.23 avg; repaid $10M revolver; term loan outstanding ~$70.3M at quarter-end .
Operating cash flow in Q3 benefited from $37.9M settlement proceeds; excluding payment, cash used ≈ $13M; FX impact unfavorable by $1.3M .

Rimini Street, Inc. (RMNI)·Q3 2025 Earnings Summary