CSG Systems (NASDAQ: CSGS) director equity cashed out at $80.70 in NEC merger

Rhea-AI Filing Summary

CSG Systems International director Tseli Lily Yang disposed of 18,464 shares of common stock at $80.70 per share in connection with the company’s merger with NEC Corporation. The shares were returned to the issuer as part of a cash-out merger in which a NEC subsidiary merged into CSG, leaving CSG as a wholly owned subsidiary of NEC.

Under the merger agreement, each share of CSG common stock and each unvested restricted stock award held by Yang immediately before closing was converted into the right to receive $80.70 in cash, less applicable withholding taxes. This filing shows Yang’s direct common stock holdings reduced to zero and notes 3,085 restricted stock awards that will pay out in cash as they satisfy their existing vesting conditions.

Insights

Equity compensation and M&A specialist

Director’s equity was cashed out at $80.70 per share due to CSG’s merger with NEC.

This Form 4 shows how the NEC acquisition of CSG Systems International affected director Tseli Lily Yang. Her 18,464 common shares were disposed of back to the issuer at $80.70 per share as part of the merger consideration, taking her direct common stock position to zero.

The footnotes explain that each common share and each restricted stock award converts into the right to receive $80.70 in cash, subject to withholding. For Yang’s 3,085 restricted stock awards, any cash payment will still depend on the existing vesting terms, even though the underlying company is now a wholly owned subsidiary of NEC Corporation.

This is a mechanical outcome of the merger structure rather than a discretionary open-market sale. The filing primarily confirms that CSG equity has been converted into cash rights at a fixed price for this director, consistent with the negotiated merger terms.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Yang Tseli Lily

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	18,464	$80.70	$1.49M

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: 18,464 shares Cash consideration per share: $80.70 per share Shares after transaction: 0 shares +1 more

4 metrics

Shares disposed 18,464 shares Common stock returned to issuer in merger-related disposition

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

Shares after transaction 0 shares Total direct common stock holdings following disposition

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

Key Terms

Agreement and Plan of Merger, restricted stock ("RSA"), withholding taxes, wholly owned subsidiary

4 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") held by the Reporting Person"

withholding taxes financial

"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

"with 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^*

Yang Tseli Lily

(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		18,464(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 did CSG Systems (CSGS) director Tseli Lily Yang report in this Form 4?

Yang reported disposing of 18,464 shares of CSG Systems common stock as part of the merger with NEC Corporation. Her shares were returned to the issuer for $80.70 per share in cash, reducing her direct common stock holdings to zero after the transaction.

At what price were Tseli Lily Yang’s CSG Systems (CSGS) shares cashed out?

Each share of CSG Systems common stock held by Yang was converted into the right to receive $80.70 in cash. This price also applies to her unvested restricted stock awards, with payments subject to applicable withholding taxes and the original vesting terms of those awards.

How many CSG Systems (CSGS) shares did Tseli Lily Yang dispose of in the merger?

Yang disposed of 18,464 shares of CSG Systems common stock in connection with the merger. These shares were transferred back to the issuer under the merger agreement and converted into cash at $80.70 per share, leaving her with no directly held common shares afterward.

What happens to Tseli Lily Yang’s restricted stock awards after the CSG Systems (CSGS) merger?

Yang’s restricted stock awards, including 3,085 RSAs, were converted into rights to receive $80.70 in cash per share. Any payment on these unvested awards remains subject to the same vesting conditions that applied before the merger, except for provisions made inapplicable by the transaction.

What corporate event triggered this Form 4 for CSG Systems (CSGS)?

The Form 4 was triggered by the completion of a merger in which a wholly owned NEC Corporation subsidiary merged into CSG Systems. As a result, CSG became a wholly owned NEC subsidiary, and Yang’s common shares and restricted stock awards were converted into cash rights at $80.70 per share.