[Form 4] CSG SYSTEMS INTERNATIONAL INC Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
CSG Systems International executive Michael Joseph Woods disposed of 53,196.8507 shares of common stock in connection with the company’s cash merger with NEC Corporation. On May 14, 2026, each CSG common share and each unvested restricted stock award held by him was converted into the right to receive $80.70 in cash, less withholding taxes, under the merger agreement. Following this issuer disposition, his reported direct common stock holdings fell to zero. The disclosure notes that his position included 10,946 unvested restricted stock awards, which will pay out in cash as they vest on substantially the same terms as before the merger.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Woods Michael Joseph
Role
EVP Pres NA Comm, Media & Tech
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 53,196.851 | $80.70 | $4.29M |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- On May 14, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2025 (the "Merger Agreement"), by and among CSG Systems International, Inc. (the "Issuer"), NEC Corporation ("Parent") and Canvas Transaction Company, Inc., a direct or indirect wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each share of Issuer common stock, par value $0.01 per share, and each unvested share of restricted stock ("RSA") held by the Reporting Person immediately prior to the closing of the Merger was converted into the right to receive $80.70 in cash, without interest, less any applicable withholding taxes. Includes 10,946 RSAs. Any payment with respect to unvested RSAs will be subject to vesting conditions on substantially the same terms and conditions as applied to such awards immediately prior to the effective time of the Merger, except for terms rendered inoperative by reason of the Merger.
Key Figures
Shares disposed: 53,196.8507 shares
Cash consideration per share: $80.70 per share
Shares held after transaction: 0 shares
+1 more
4 metrics
Shares disposed
53,196.8507 shares
Common stock disposition to issuer on May 14, 2026
Cash consideration per share
$80.70 per share
Merger consideration for each common share and RSA
Shares held after transaction
0 shares
Direct common stock holdings following merger-related disposition
Unvested RSAs
10,946 RSAs
Restricted stock awards converted to cash-settled rights, subject to vesting
Key Terms
Agreement and Plan of Merger, restricted stock ("RSA"), disposition to issuer, withholding taxes, +1 more
5 terms
Agreement and Plan of Merger regulatory
"On May 14, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2025..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
restricted stock ("RSA") financial
"each unvested share of restricted stock ("RSA") held by the Reporting Person..."
disposition to issuer financial
"transaction_code_description: "Disposition to issuer""
withholding taxes financial
"receive $80.70 in cash, without interest, less any applicable withholding taxes."
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
wholly owned subsidiary financial
"the Issuer surviving the Merger as a wholly owned subsidiary of Parent."
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.