STOCK TITAN

NEC (CSGS) closes CSG Systems acquisition in all-cash $80.70-per-share deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CSG Systems International has completed its merger with NEC Corporation, becoming a wholly owned subsidiary in an all‑cash transaction that pays $80.70 per share of CSG common stock, excluding specified categories of shares.

In connection with closing, CSG repaid in full $125 million of outstanding borrowings under its existing credit agreement and terminated related liens and commitments. About $425.0 million principal of 3.875% Convertible Senior Notes due 2028 remains outstanding, now convertible into cash based on the $80.70 per‑share merger price, with a temporary Make‑Whole Fundamental Change increase in the conversion rate. CSG has initiated delisting from Nasdaq and plans to terminate SEC registration and reporting. The merger also triggered a change in the board and senior management, including termination without cause of the CEO and other top executives, with severance benefits, and the appointment of NEC‑designated leadership.

Positive

  • All-cash exit for shareholders: Each CSG common share (other than excluded categories) is converted into the right to receive $80.70 in cash, providing immediate liquidity to former public shareholders.
  • Debt simplification: CSG repaid in full $125 million under its existing credit agreement at closing, terminating related commitments, guarantees, liens and encumbrances without early termination fees.

Negative

  • Loss of public listing and reporting: Trading in CSG common stock on Nasdaq is being suspended and delisted, with CSG intending to file Form 15 to terminate registration and suspend ongoing SEC reporting obligations.
  • Management turnover and change of control: The merger caused a change of control, the entire prior board resigned, and key executives including the CEO and CFO were terminated (without cause), signaling a full leadership transition.

Insights

NEC acquires CSG for cash, restructures debt and governance.

The transaction turns CSG into a wholly owned subsidiary of NEC, giving former shareholders cash of $80.70 per share. For existing equity holders, this effectively crystallizes their investment and ends public trading, as CSG moves toward delisting and deregistration.

On the liability side, CSG fully repaid $125 million under its credit agreement, simplifying secured debt and releasing liens. Roughly $425.0 million of 3.875% Convertible Senior Notes remain, now convertible into cash tied to the merger price with an enhanced conversion rate during the Make‑Whole Fundamental Change period.

Governance and control shift to NEC: the prior board resigned, CSG became a wholly owned subsidiary, and key executives’ employment was terminated without cause with severance rights. Future disclosures from NEC and Netcracker will frame how the combined software business is positioned strategically.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial
An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Merger consideration per share $80.70 per share Cash paid for each eligible CSG common share at the merger effective time
Convertible notes outstanding $425.0 million principal 3.875% Convertible Senior Notes due 2028 outstanding on May 14, 2026
Credit agreement repayment $125 million Aggregate amount repaid under the existing credit agreement at closing, plus interest and fees
Base conversion rate 14.1438 shares per $1,000 Convertible notes conversion rate as of the Make-Whole Fundamental Change effective date
Make-whole conversion rate 15.2606 shares per $1,000 Enhanced conversion rate during the Make-Whole Fundamental Change Period
Cash per $1,000 note on conversion $1,231.5304 per $1,000 Cash received by noteholders converting during the Make-Whole Fundamental Change Period
Delisting effective date May 25, 2026 Effective date of Nasdaq delisting, 10 days after Form 25 filing
Make-Whole Fundamental Change financial
"The consummation of the Merger constitutes a Make-Whole Fundamental Change (as defined in the Initial Indenture)."
A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.
Convertible Senior Notes financial
"governing CSG’s 3.875% Convertible Senior Notes due 2028 (the “Convertible Notes”)"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
conversion rate financial
"the conversion rate as of the effective date is 14.1438 shares per $1,000 principal amount of Convertible Notes."
Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.
Form 25 regulatory
"requested that Nasdaq ... file a notification of removal from listing on Form 25 with the SEC"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"CSG intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
Amended and Restated Certificate of Incorporation regulatory
"CSG’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”)"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
CSG SYSTEMS INTERNATIONAL INC false 0001005757 --12-31 0001005757 2026-05-14 2026-05-14
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): May 14, 2026

 

 

CSG SYSTEMS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   0-27512   47-0783182

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

169 Inverness Dr W, Ste 300, Englewood, CO   80112
(Address of Principal Executive Offices)   (Zip Code)

(303) 200-2000

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, If Changed Since Last Report: N/A

 

 

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

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   CSGS   The NASDAQ Stock Market LLC

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

Emerging growth company 

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

 

 
 


Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the previously announced entry into the Agreement and Plan of Merger, dated as of October 29, 2025 (the “Merger Agreement”), by and among CSG Systems International, Inc., a Delaware corporation (“CSG”), NEC Corporation, a company incorporated under the laws of Japan (“Parent”), and Canvas Transaction Company, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). On May 14, 2026, pursuant to the Merger Agreement, Merger Sub merged with and into CSG (the “Merger”), the separate corporate existence of Merger Sub ceased, and CSG was the surviving corporation in the Merger (the “Surviving Corporation”) and, as a result, is now a wholly owned subsidiary of Parent.

 

Item 1.01

Entry into a Material Definitive Agreement.

On May 14, 2026, CSG and U.S. Bank Trust Company, National Association as trustee (the “Convertible Notes Trustee”), entered into a Supplemental Indenture (the “Supplemental Indenture”), dated as of May 14, 2026, which supplements the Indenture, dated as of September 11, 2023 (the “Initial Indenture” and, together with the Supplemental Indenture, the “Indenture”), by and between CSG and the Convertible Notes Trustee, governing CSG’s 3.875% Convertible Senior Notes due 2028 (the “Convertible Notes”), of which approximately $425.0 million aggregate principal amount was outstanding on May 14, 2026.

The Supplemental Indenture provides that at or after the consummation of the Merger, each holder of outstanding Convertible Notes (a “Holder”) has the right to convert its Convertible Notes solely into $80.70 in cash (without interest) in respect of each share of CSG Common Stock into which the Convertible Notes would have otherwise been convertible in accordance with the applicable conversion rate under the Initial Indenture as described in Item 2.04 below.

The foregoing descriptions of the Initial Indenture and the Supplemental Indenture do not purport to be complete and are subject to, and qualified in their entirely by, the full text of the Initial Indenture, which was filed as Exhibit 4.2 to CSG’s Current Report on Form 8-K filed with the SEC on September 11, 2023, and the Supplemental Indenture, which is filed as Exhibit 4.1 hereto, and is incorporated into this Item 1.01 by reference.

 

Item 1.02

Termination of a Material Definitive Agreement.

The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.

In connection with the consummation of the Merger, on May 14, 2026, all outstanding indebtedness and other amounts outstanding and owed under that certain Credit Agreement (the “Existing Credit Agreement”), dated as of March 14, 2025, by and among CSG, as borrower, its subsidiary guarantors party thereto, Royal Bank of Canada, as administrative agent, collateral agent, swingline lender and an issuing bank (“RBC”), Citizens Bank, N.A. and PNC Bank, National Association, as co-documentation agents, the lenders party thereto and the other issuing banks party thereto, was repaid in full and all commitments thereunder were terminated. Accordingly, the Existing Credit Agreement was terminated, and RBC released CSG and all subsidiary guarantors party to the Existing Credit Agreement from all obligations thereunder. In connection with the termination of the Existing Credit Agreement, all other related loan documents were terminated and all liens and encumbrances granted by CSG and its subsidiaries in favor of RBC as agent were terminated and released. CSG paid an aggregate amount of $125 million, plus accrued interest and fees in full and final satisfaction of CSG’s outstanding obligations under the Existing Credit Agreement. No early termination fees or penalties were incurred by CSG in connection with such termination.

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.


On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger, each share of common stock of CSG (“CSG Common Stock”) that was issued and outstanding immediately prior to the Effective Time (other than (i) shares of CSG Common Stock owned by CSG (as treasury stock or otherwise, and other than shares held on behalf of third parties) or owned by Parent or Merger Sub or any direct or indirect wholly owned Subsidiary of Parent or Merger Sub, (ii) shares of CSG Common Stock for which appraisal rights have been properly exercised and perfected and not withdrawn, and (iii) unvested shares of CSG Common Stock covered by a Company RS Award or a Company Performance RS Award (each as defined in the Merger Agreement) (collectively, the “Excluded Shares”)) was converted into the right to receive $80.70 in cash (the “Merger Consideration”), without interest, and subject to any applicable withholding taxes.

In addition, pursuant to the Merger Agreement, effective as of the Effective Time:

 

   

each outstanding restricted stock award that was vested as of immediately prior to the Effective Time (or that vested solely as a result of the consummation of the transactions contemplated by the Merger Agreement, including restricted stock awards granted in 2024 that would have completed their full vesting period and been settled in accordance with their terms in 2027) were converted into the right to receive an amount in cash equal to the number of shares of CSG Common Stock underlying such award multiplied by the Merger Consideration, plus any applicable accrued and unpaid dividends, and became payable shortly following the Effective Time, and each other outstanding restricted stock award was converted into a deferred cash award based on the number of shares of CSG Common Stock underlying such award multiplied by the Merger Consideration, plus any applicable accrued and unpaid dividends, and will vest and become payable on the original time-based vesting schedule, subject to substantially the same terms and conditions as the corresponding restricted stock award;

 

   

each outstanding performance-based or market-based restricted stock award (other than the CEO Award (as defined below)) that was vested as of immediately prior to the Effective Time (or that vested solely as a result of the consummation of the transactions contemplated by the Merger Agreement, including performance-based or market-based restricted stock awards that would have completed their full vesting period and been settled in accordance with their terms in 2027) were converted into the right to receive an amount in cash equal to the number of shares of CSG Common Stock underlying such award (with applicable performance metrics for uncompleted performance periods generally deemed achieved at the greater of target and actual performance as of the latest practical date prior to the Effective Time) multiplied by the Merger Consideration, plus any applicable accrued and unpaid dividends, and became payable shortly following the Effective Time, and each other outstanding performance-based or market-based restricted stock award (other than the CEO Award) was converted into a deferred cash award based on the number of shares of CSG Common Stock underlying such award multiplied by the Merger Consideration (with applicable performance metrics for uncompleted performance periods deemed achieved at the greater of target and actual performance as of the latest practical date prior to the Effective Time), plus any applicable accrued and unpaid dividends, and will vest and become payable on the original time-based vesting schedule, subject to substantially the same other terms and conditions as the corresponding performance-based or market-based restricted stock award; and

 

   

the market-based restricted stock award granted to CSG’s Chief Executive Officer on December 10, 2024 (the “CEO Award”) was converted into a deferred cash award based on the number of shares of CSG Common Stock underlying such award (with applicable performance metrics deemed achieved based on the Merger Consideration) multiplied by the Merger Consideration, plus any applicable accrued and unpaid dividends, and will vest and become payable on the original time-based vesting schedule, subject to substantially the same terms and conditions as the CEO Award.

The foregoing description of the Merger Agreement and Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to CSG’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2025, and is incorporated into this item by reference.


Item 2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in the Introductory Note and in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04.

The consummation of the Merger constitutes a Make-Whole Fundamental Change (as defined in the Initial Indenture). The effective date of such Make-Whole Fundamental Change is May 14, 2026, the date of the consummation of the Merger. Accordingly, following the Merger, each Holder has the right to convert its Convertible Notes into $80.70 in cash (without interest) in respect of each share of CSG Common Stock into which the Convertible Notes would have otherwise been convertible, and for any conversions occurring from, and including, the effective date of the Make-Whole Fundamental Change up to, and including, the 35th Trading Day (as defined in the Initial Indenture) following the effective date (the “Make-Whole Fundamental Change Period“), the applicable conversion rate will be increased as set forth in Section 14.03 of the Initial Indenture, after giving effect to adjustments to the conversion rate as a result of regular, quarterly cash dividends on CSG Common Stock that were deferred and carried forward in accordance with the Indenture. After giving effect to these carried-forward adjustments, the conversion rate as of the effective date is 14.1438 shares per $1,000 principal amount of Convertible Notes. After further giving effect to the increase in the conversion rate pursuant to Section 14.03 of the Initial Indenture as a result of the Make-Whole Fundamental Change, the conversion rate for conversions during the Make-Whole Fundamental Change Period is 15.2606 shares per $1,000 principal amount of Convertible Notes. As a result, each holder of Convertible Notes who elects to convert such notes during the Make-Whole Fundamental Change Period will receive an amount equal to $1,231.5304 per $1,000 principal amount of Convertible Notes.

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.

In connection with the closing of the Merger, on May 9, 2026, CSG notified the Nasdaq Stock Market (“Nasdaq”) of the anticipated completion of the Merger and on May 11, 2026, CSG requested that Nasdaq (i) suspend trading of CSG Common Stock on Nasdaq before the opening of trading on May 14, 2026 and (ii) file a notification of removal from listing on Form 25 with the SEC to delist CSG Common Stock from Nasdaq and deregister CSG Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The delisting of CSG Common Stock from Nasdaq will be effective on May 25, 2026 (10 days after the filing of the Form 25).

Following the effectiveness of the Form 25, CSG intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of CSG’s reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the shares of CSG Common Stock.

 

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 2.04, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

At the Effective Time, the former holders of shares of CSG Common Stock that were outstanding immediately prior to the Effective Time ceased to have any rights with respect to such shares, other than (in the case of shares of CSG Common Stock that were not Excluded Shares) the right to receive the Merger Consideration to be paid pursuant to the Merger Agreement.

 

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.


At the Effective Time, a change of control of CSG occurred. Merger Sub merged with and into CSG, the separate corporate existence of Merger Sub ceased, and CSG continued as the Surviving Corporation in the Merger as a wholly owned subsidiary of Parent.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, each of Rachel Barger, David Barnes, Greg Conley, Marwan Fawaz, Samantha Greenberg, Rajan Naik, Brian Shepherd, Haiyan Song, Silvio Tavares and Lily Yang resigned from the board of directors of CSG (the “Board”) and from any and all committees (including subcommittees thereof) of the Board on which they served and ceased to be directors of CSG. No director was terminated or resigned because of any disagreement with CSG, its management or its board of directors on any matter relating to its operations, policies or practices.

In accordance with the terms of the Merger Agreement, the directors of Merger Sub at the Effective Time became the directors of the Surviving Corporation and shall hold office until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of the Surviving Corporation and applicable law. The sole director of Merger Sub at the Effective Time was Masakazu Yamashina.

In connection with the closing of the Merger, the employment of Brian Shepherd (CSG’s President and Chief Executive Officer), Elizabeth A. Bauer (CSG’s Executive Vice President and Chief Experience Officer), Rasmani Bhattacharya (CSG’s Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary) and Hai Tran (CSG’s Executive Vice President and Chief Financial Officer) was terminated. Such terminations of employment were deemed to be terminations by CSG without cause and entitle Messrs. Shepherd and Tran and Mses. Bauer and Bhattacharya to all of the rights and benefits pertaining to such terminations, including, without limitation, under CSG’s Executive Severance Plan, the Wealth Accumulation Plan and their respective equity awards with CSG, as previously disclosed. In accordance with the terms of the Merger Agreement, the remaining officers of CSG at the Effective Time became the officers of the Surviving Corporation and shall hold office until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and applicable law. In connection with the consummation of the Merger, Brian Shepherd ceased to serve in his role as President and Chief Executive Officer of the Surviving Corporation, and Sylvain Seignour became the President of the Surviving Corporation.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

In connection with the closing of the Merger, CSG’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and CSG’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated into this Item 5.03 by reference.

 

Item 8.01

Other Events.

On May 14, 2026, NEC Corporation issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

 2.1*    Agreement and Plan of Merger, dated as of October 29, 2025, by and among CSG Systems International, Inc., NEC Corporation and Canvas Transaction Company, Inc. (incorporated by reference to Exhibit 2.1 to CSG’s Current Report on Form 8-K filed with the SEC on October 29, 2025).
 3.1    Amended and Restated Certificate of Incorporation of CSG Systems International, Inc.
 3.2    Amended and Restated Bylaws of CSG Systems International, Inc.
 4.1    Supplemental Indenture, dated as of May 14, 2026, between CSG Systems International, Inc. and U.S. Bank Trust Company, National Association, as trustee
 4.2    Indenture, dated as of September 11, 2023, between CSG Systems International, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 of CSG Systems International, Inc.’s Current Report on Form 8-K filed with the SEC on September 11, 2023).
99.1    Press Release of NEC Corporation, dated May 14, 2026.
104    The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language).
 
*

Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.


SIGNATURES

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

 

    CSG SYSTEMS INTERNATIONAL, INC.
Date: May 14, 2026     By:  

/s/ Rasmani Bhattacharya

      Rasmani Bhattacharya
      Chief Legal Officer

Exhibit 99.1

 

LOGO      

NEC Completes Acquisition of CSG Systems; Netcracker to Lead Combined Business

Customers Will Benefit From an Enhanced Portfolio

Supporting Innovative Business Models, AI-Driven Operations

and Superior Digital Experiences

WALTHAM, MA and TOKYO, JAPAN — May 14, 2026, EDT / May 15, 2026, JST — NEC Corporation, with its wholly owned subsidiary Netcracker Technology, announced today the completion of its acquisition of CSG Systems International, Inc., a U.S.-based provider of software solutions for telecommunications, broadband and digital service providers. The transaction brings together two highly complementary organizations, resulting in a stronger global software business with expanded capabilities across customer engagement, monetization, operations, AI-driven automation and cloud-native platforms. Following the closing, Netcracker will assume responsibility for the operations and integration of CSG, while NEC will support the combined organization through governance, strategic direction and global resources.

Andrew Feinberg has been appointed Chairman and Chief Executive Officer of the combined organization. Under his leadership, Netcracker will integrate CSG’s capabilities and accelerate the development of a unified, AI-driven digital portfolio.

CSG has built a strong customer base through its leadership in business support systems, as well as customer experience and payment solutions across telecom and other industries, including financial services and healthcare. Netcracker is a global leader in digital BSS and OSS solutions, AI-driven automation and cloud-native platforms. Together, the combined business brings complementary strengths in technology, customer segments and geographic reach.

The integration of CSG with Netcracker will result in a more comprehensive and unified digital platform, enabling customers to manage the full lifecycle of digital services and increasingly leverage AI-driven capabilities to automate and optimize key business decisions. The combined portfolio is designed to support service providers as they evolve toward more agile, AI-driven and cloud-native business models, while maintaining the scale, stability and security required for mission-critical environments.

 

       
◾ Netcracker Technology Corp.    ◾ University Office Park III    ◾ 95 Sawyer Road    ◾ Waltham, MA 02453 
         Page 1 of 3 


LOGO

NEC Completes Acquisition of CSG Systems; Netcracker to Lead Combined Business

 

 

“This acquisition represents an important step toward strengthening NEC’s global digital services business,” said Takayuki Morita, President and CEO at NEC Corporation. “By bringing together Netcracker and CSG, we are enhancing our ability to deliver integrated, end-to-end solutions that support our customers’ growth and long-term transformation. NEC will continue to support the combined business through our global technology leadership, customer relationships and management resources.”

“This is a significant milestone for our customers and our organization,” said Andrew Feinberg, Chairman and Chief Executive Officer at Netcracker. “We are creating one of the industry’s most complete digital platforms, connecting customer engagement, monetization and operations in a single environment. This allows our customers to operate more efficiently, adapt faster and increasingly leverage AI to make better decisions across their business. Together, we are well positioned to support the industry’s shift toward more integrated and intelligent operating models.”

The combined organization will benefit from NEC’s global scale and technology leadership, while expanding opportunities to deliver extensive value across the broader customer base. Customers will gain access to an enhanced portfolio of solutions that supports innovation, operational efficiency and the development of new digital business models.

NEC, Netcracker and CSG will ensure continuity of service and support for all customers while progressively integrating capabilities to deliver additional value over time.

About Netcracker Technology

Netcracker Technology, a wholly owned subsidiary of NEC Corporation, helps service providers around the world transform and grow in the digital economy. For more than three decades, our innovative AI-native digital platforms, value-focused services and unmatched delivery track record have enabled customers to modernize operations, improve customer experience and accelerate growth. With leadership in key areas including AI-driven operations, monetization, customer engagement, automation, 5G and industry-specific solutions, Netcracker helps service providers accelerate their telco to techco evolution and achieve sustainable business value. To learn more, visit www.netcracker.com.

About NEC

The NEC Group leverages technology to create social value and promote a more sustainable world where everyone has the chance to reach their full potential. NEC Corporation was established in 1899. Today, the NEC Group’s approximately 110,000 employees utilize world-leading AI, security, and communications technologies to solve the most pressing needs of customers and society. For more information, please visit https://www.nec.com.

 

       
◾ Netcracker Technology Corp.    ◾ University Office Park III    ◾ 95 Sawyer Road    ◾ Waltham, MA 02453 
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LOGO

NEC Completes Acquisition of CSG Systems; Netcracker to Lead Combined Business

 

 

Media Contact

Anita Karvé

Netcracker Technology

MediaGroup@Netcracker.com 

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◾ Netcracker Technology Corp.    ◾ University Office Park III    ◾ 95 Sawyer Road    ◾ Waltham, MA 02453 
         Page 3 of 3 

FAQ

What happened to CSGS in NEC Corporation’s 2026 transaction?

CSG Systems International was acquired by NEC Corporation and became a wholly owned subsidiary. A merger combined CSG with an NEC subsidiary, eliminating Merger Sub’s separate existence and leaving CSG as the surviving corporation under NEC’s control.

What cash consideration did CSGS shareholders receive in the NEC acquisition?

Each eligible CSG share was converted into the right to receive $80.70 in cash. This merger consideration applies to issued and outstanding shares of CSG common stock at the effective time, excluding specified categories such as treasury, parent‑owned and certain award‑related shares.

How are CSG’s 3.875% Convertible Senior Notes affected by the merger?

Convertible noteholders can now convert into cash linked to the $80.70 per‑share merger price. About $425.0 million principal remains outstanding, with a Make‑Whole Fundamental Change temporarily increasing the conversion rate for conversions during a defined trading‑day period.

What debt did CSGS repay at the closing of the NEC merger?

CSG repaid $125 million plus accrued interest and fees under its existing credit agreement. This repayment terminated all commitments and related loan documents and released liens and guarantees in favor of the administrative agent and lenders.

Will CSGS common stock remain listed on Nasdaq after the merger?

No, CSG common stock is being delisted from Nasdaq following the merger. Trading was requested to be suspended, a Form 25 will remove the listing, and CSG intends to file Form 15 to terminate registration and suspend Exchange Act reporting obligations.

What leadership and board changes occurred at CSGS after the NEC deal?

All CSG directors resigned at the effective time, and Merger Sub’s director became the sole director. Key executives, including the CEO, had their employment terminated without cause, while Sylvain Seignour became President of the surviving corporation.

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