CSG Systems (CSGS) director’s shares cashed out at $80.70 in NEC merger

Rhea-AI Filing Summary

CSG Systems International Inc. director Gregory A. Conley disposed of his shares in connection with the company’s merger with NEC Corporation. On May 14, 2026, 14,792 shares of common stock were transferred to the issuer at $80.70 per share under the merger agreement, leaving Conley with no directly held common shares reported after the transaction. Each share and each unvested restricted stock award was converted into the right to receive $80.70 in cash, subject to applicable withholding taxes, including 3,085 restricted stock awards that remain subject to vesting terms following the merger.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Conley Gregory A

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	14,792	$80.70	$1.19M

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

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 3,085 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: 14,792 shares Cash consideration per share: $80.70 per share Shares after transaction: 0 shares +1 more

4 metrics

Shares disposed 14,792 shares Common stock transferred to issuer on May 14, 2026

Cash consideration per share $80.70 per share Merger consideration for each common share and RSA

Shares after transaction 0 shares Direct common stock holdings reported post-disposition

Restricted stock awards 3,085 RSAs Unvested RSAs converted to $80.70 cash rights, subject to vesting

Key Terms

Agreement and Plan of Merger, restricted stock, RSA, withholding taxes, +1 more

5 terms

Agreement and Plan of Merger regulatory

"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 financial

"each unvested share of restricted stock ("RSA") held by the Reporting Person"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

RSA financial

"Includes 3,085 RSAs. Any payment with respect to unvested RSAs"

withholding taxes financial

"was converted into the right to 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.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Conley Gregory A

(Last) (First) (Middle)

169 INVERNESS DR. W SUITE 300

(Street)

ENGLEWOOD COLORADO 80112

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CSG SYSTEMS INTERNATIONAL INC [ CSGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/14/2026		D		14,792(1)(2)	D	$80.7(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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.

2. Includes 3,085 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.

	/s/ Andrea Matheny, attorney-in-fact	05/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CSGS director Gregory A. Conley report?

Gregory A. Conley reported a disposition of common stock back to CSG Systems International Inc. The Form 4 shows 14,792 shares transferred to the issuer at $80.70 per share in connection with the company’s merger with NEC Corporation, leaving no directly held shares reported.

Was Gregory A. Conley’s CSGS transaction an open-market sale?

No, the transaction was a disposition to the issuer, not an open-market sale. It occurred under the merger agreement where each share of CSG Systems International common stock was converted into the right to receive $80.70 in cash in the merger with NEC Corporation.

What price per share did CSGS stockholders, including Gregory A. Conley, receive in the merger?

Each share of CSG Systems International common stock was converted into the right to receive $80.70 in cash. This fixed cash amount also applied to each unvested restricted stock award held immediately before closing, subject to applicable withholding taxes and continued vesting conditions under the merger agreement.

How many CSGS shares did Gregory A. Conley hold after the reported transaction?

Following the disposition, the Form 4 reports Gregory A. Conley directly holding zero shares of CSG Systems International common stock. His previously held shares were converted into cash consideration at $80.70 per share in the merger, consistent with the terms of the Agreement and Plan of Merger.

What happened to Gregory A. Conley’s CSGS restricted stock awards (RSAs) in the merger?

Conley’s holdings included 3,085 restricted stock awards. Under the merger terms, each unvested RSA was converted into the right to receive $80.70 in cash per share, with payments remaining subject to substantially the same vesting conditions that applied before the merger’s effective time.

What corporate event triggered the insider transaction reported for CSGS on May 14, 2026?

The transaction was triggered by the merger of CSG Systems International with a subsidiary of NEC Corporation on May 14, 2026. In this merger, the CSG entity survived as a wholly owned subsidiary of NEC, and outstanding shares and certain awards were cashed out at $80.70 per share.