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
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Date of Report (Date of earliest event reported): September 04, 2025 |
CSG SYSTEMS INTERNATIONAL, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
0-27512 |
47-0783182 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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169 Inverness Dr W Suite 300 |
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Englewood, Colorado |
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80112 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 303 200-2000 |
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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, Par Value $0.01 Per Share |
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CSGS |
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Summary of Material Definitive Agreement. CSG Systems International, Inc. (“CSG”) is a party to a Master Subscriber Management System Agreement, dated August 1, 2017 (the “Current Agreement”) with Charter Communications Operating, LLC (“Charter”). The Current Agreement is scheduled to expire on March 31, 2028. For the second quarter ended June 30, 2025, CSG generated approximately 19% of its total revenue from Charter.
On September 4, 2025, CSG entered into an amendment (the “Amendment”) to the Current Agreement. The key terms of the Amendment are:
•The Amendment extends CSG’s contractual relationship with Charter through September 30, 2031.
•The revenue to be generated under the Amendment will be based primarily on monthly charges for SaaS and related services per Charter customer account, and various other ancillary services based on actual usage. The Amendment includes reduced price escalators for 2025 and annual fixed-price escalators beginning in 2026. CSG did not provide a renewal discount to Charter in the Amendment.
•The Amendment contains certain financial commitments both throughout the term and associated with the number of Charter customer accounts that are to be processed on CSG’s solutions.
•CSG maintains the exclusive right to provide print and mail services to all current and future Charter customer accounts through the term of the Amendment.
•The Amendment contains certain rights and obligations of both parties, including the following key items: (i) the termination of the agreement under certain conditions; (ii) various service level commitments; and (iii) remedies and limitations on liabilities associated with specified breaches of contractual obligations.
A copy of the Amendment, with confidential information redacted in accordance with SEC rules, will be filed as an exhibit to CSG’s Quarterly Report Form 10-Q for the quarter ended September 30, 2025.
Item 7.01 Regulation FD Disclosure.
The following information, including Exhibit 99.1 hereto, is furnished pursuant to Item 7.01 (Regulation FD Disclosure). This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On September 4, 2025, CSG issued a press release announcing that it had entered into an Amendment with Charter. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated into Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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99.1 |
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Press release of CSG Systems International, Inc. dated September 4, 2025 |
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104 |
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Cover Page Interactive Data File (embedded within Inline XBRL document) |
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.
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CSG SYSTEMS INTERNATIONAL, INC. |
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Date: |
September 4, 2025 |
By: |
/s/ Rasmani Bhattacharya |
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Rasmani Bhattacharya
Chief Legal Officer |
