CSG Systems (NASDAQ: CSGS) EVP redeems 49,112 shares at $80.70 in merger

Rhea-AI Filing Summary

CSG Systems International EVP Product & Strategy Officer Chad Dunavant disposed of 49,112 shares of common stock at $80.70 per share in connection with the company’s merger with NEC Corporation. The shares were surrendered to the issuer as part of the cash merger consideration.

Following this disposition to the issuer, the filing shows no remaining common stock held directly. The footnotes state that unvested restricted stock awards and performance-based restricted stock awards were converted into the right to receive $80.70 in cash per share, subject to vesting on substantially the same terms as before the merger.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dunavant Chad

Role EVP Product & Strategy Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	49,112	$80.70	$3.96M

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 9,781 RSAs and 10,101 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: 49,112 shares Merger cash price: $80.70 per share Post-transaction holdings: 0 shares +4 more

7 metrics

Shares disposed 49,112 shares Disposition to issuer on May 14, 2026

Merger cash price $80.70 per share Cash consideration per CSG common share in merger

Post-transaction holdings 0 shares Common stock held directly after disposition

Restricted stock awards 9,781 RSAs Unvested RSAs converted to cash rights at $80.70

Performance stock awards 10,101 PSAs Unvested PSAs converted to cash rights at $80.70

Transaction code D Disposition to issuer under merger agreement

Transaction date May 14, 2026 Effective date of 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"

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

"a direct or indirect wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged"

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.

vesting conditions financial

"Any payment with respect to unvested RSAs and PSAs, as applicable, will be subject to vesting conditions"

Vesting conditions are the rules that determine when someone earning company stock or stock options actually gains the right to keep or sell them, typically based on staying with the company for a set time or meeting performance targets. Think of it like keys that unlock gradually — some unlock by calendar date, others only after agreed milestones. Investors care because vesting shapes management incentives, the timing of share sales, and the number of shares that can enter the market, which can affect a company's valuation and ownership mix.

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^*

Dunavant Chad

(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 Product & Strategy Officer

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		49,112(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 9,781 RSAs and 10,101 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 Chad Dunavant report on this Form 4?

Chad Dunavant reported disposing of 49,112 shares of CSG Systems common stock. The shares were surrendered to the issuer at $80.70 per share as part of a cash merger with NEC Corporation, reflecting a merger-related redemption rather than an open-market sale.

At what price were Chad Dunavant’s CSGS shares exchanged in the merger?

Each reported CSG Systems share was converted into the right to receive $80.70 in cash. This fixed cash amount per share was set under the Agreement and Plan of Merger with NEC Corporation, excluding interest and subject to any required tax withholding.

How many CSG Systems shares did Chad Dunavant hold after this Form 4 transaction?

After the merger-related disposition, the filing lists zero CSG Systems common shares held directly. All 49,112 reported shares were converted into cash consideration and surrendered to the issuer in connection with the merger closing described in the Form 4 footnotes.

What happened to Chad Dunavant’s unvested RSAs and PSAs in the CSGS merger?

Unvested restricted stock awards and performance-based restricted stock awards were converted into rights to receive $80.70 per share in cash. These payments remain subject to vesting on substantially the same terms as before, except for provisions rendered inoperative by the merger structure.

How many RSAs and PSAs are referenced for Chad Dunavant in the CSGS filing?

The footnotes reference 9,781 restricted stock awards and 10,101 performance-based restricted stock awards. Each award was converted into a contingent right to receive $80.70 per share in cash, with payout dependent on satisfying the original vesting conditions following the merger.

Was Chad Dunavant’s CSGS Form 4 transaction an open-market sale of shares?

No. The Form 4 describes a disposition to the issuer as part of a merger. Shares were converted into cash consideration at $80.70 per share under the merger agreement with NEC Corporation, rather than sold on the open market through normal trading activity.