CSG Systems (NASDAQ: CSGS) CFO stock cashed out at $80.70 in NEC merger

Rhea-AI Filing Summary

CSG Systems International EVP & CFO Hai Tran reported a disposition of common stock to the issuer in connection with the company’s merger with NEC Corporation. On the merger closing date, 129,880.2826 shares of common stock were converted into the right to receive $80.70 per share in cash. This amount included unvested restricted stock and performance-based restricted stock, whose cash payments remain subject to substantially the same vesting conditions as before the merger. Following the transaction, Tran no longer holds CSG common stock directly.

Insights

Equity compensation and M&A analyst

CFO’s equity was cashed out at $80.70 per share as part of NEC’s acquisition of CSG, eliminating his direct common stock position.

The filing shows EVP & CFO Hai Tran disposed of 129,880.2826 shares of CSG Systems International common stock at $80.70 per share when NEC’s merger closed. This is a D-code disposition to the issuer, triggered by the change of control rather than an open-market sale.

Footnotes explain that the amount includes 19,982 restricted stock awards and 28,579 performance-based restricted stock awards, which were converted into the right to receive cash but remain subject to substantially the same vesting conditions. After this merger-related conversion, Tran’s reported direct common stock holdings are zero. The economic impact is tied to the already-agreed merger terms, so it does not change the broader investment thesis on its own.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Tran Hai

Role EVP & CFO

Type	Security	Shares	Price	Value
Disposition	Common Stock	129,880.283	$80.70	$10.48M

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, each unvested share of restricted stock ("RSA") and each unvested share of performance-based restricted stock ("PSA") 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 19,982 RSAs and 28,579 PSAs. Any payment with respect to unvested RSAs and PSAs, as applicable, 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: 129,880.2826 shares Cash price per share: $80.70 per share Restricted stock awards: 19,982 RSAs +2 more

5 metrics

Shares disposed 129,880.2826 shares Common stock converted to cash on May 14, 2026

Cash price per share $80.70 per share Merger consideration for each share, RSA and PSA

Restricted stock awards 19,982 RSAs Unvested RSAs converted to cash rights, vesting continues

Performance-based awards 28,579 PSAs Unvested PSAs converted to cash rights, vesting continues

Post-transaction holdings 0 shares Direct CSG common stock held after merger-related disposition

Key Terms

Agreement and Plan of Merger, restricted stock ("RSA"), performance-based restricted stock ("PSA"), wholly owned subsidiary, +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 ("RSA") financial

"each unvested share of restricted stock ("RSA") and each unvested share of performance-based restricted stock"

performance-based restricted stock ("PSA") financial

"each unvested share of restricted stock ("RSA") and each unvested share of performance-based restricted stock ("PSA")"

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.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

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^*

Tran Hai

(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)

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

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		129,880.2826(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, each unvested share of restricted stock ("RSA") and each unvested share of performance-based restricted stock ("PSA") 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 19,982 RSAs and 28,579 PSAs. Any payment with respect to unvested RSAs and PSAs, as applicable, 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 EVP & CFO Hai Tran report?

Hai Tran reported a merger-related disposition of CSG Systems shares. He disposed of 129,880.2826 shares of common stock to the issuer at $80.70 per share in cash when NEC’s acquisition of CSG Systems International closed, eliminating his direct common stock position.

At what price were Hai Tran’s CSGS shares converted in the NEC merger?

Hai Tran’s CSG Systems shares converted at $80.70 per share in cash. Under the merger agreement with NEC Corporation, each share of common stock held immediately before closing became the right to receive $80.70 in cash, less applicable withholding taxes.

How many CSG Systems shares did Hai Tran dispose of in this Form 4?

Hai Tran disposed of 129,880.2826 CSG Systems common shares. These shares were converted into cash consideration at $80.70 per share as part of the merger transaction, leaving him with zero directly held CSG common shares after the disposition.

How were Hai Tran’s RSAs and PSAs in CSGS treated in the merger?

His RSAs and PSAs were converted into cash-settled rights. The filing notes 19,982 restricted stock awards and 28,579 performance-based restricted stock awards now entitle him to $80.70 per share in cash, but payments remain subject to substantially the same vesting conditions.

Does Hai Tran still hold any CSG Systems common stock after this transaction?

No, the Form 4 reports zero common shares directly held after the transaction. All reported CSG Systems common shares were converted into the right to receive $80.70 in cash in connection with the NEC merger, fully eliminating his direct common stock position.

Was Hai Tran’s CSGS stock sale an open-market transaction?

No, it was a disposition to the issuer tied to the merger terms. The transaction code D and description "Disposition to issuer" indicate his shares were cashed out under the merger agreement with NEC Corporation, rather than sold in the open market.