CSG Systems (NASDAQ: CSGS) CEO’s 575K-share stake cashed out at $80.70 in NEC merger

Rhea-AI Filing Summary

CSG Systems International President & CEO Brian A. Shepherd reported a disposition of 575,191 shares of common stock at $80.70 per share in connection with the closing of a merger with NEC Corporation. The shares were converted into the right to receive cash, and his reported direct common stock holdings are now zero.

The filing explains that, under the Merger Agreement, each share of common stock, each unvested restricted stock award (RSA) and each unvested performance-based restricted stock award (PSA) held immediately before closing was converted into a cash right at $80.70 per share, subject to withholding taxes. Footnotes note that this includes 53,806 RSAs and 93,184 PSAs, with payments on unvested awards remaining subject to substantially the same vesting conditions as before the merger.

Insights

Insider transactions analyst

CEO’s equity is cashed out in merger-related issuer disposition.

The filing shows Brian A. Shepherd, President & CEO of CSG Systems International, disposing of 575,191 common shares at $80.70 per share. This is coded as a disposition to the issuer tied to the closing of a merger with NEC Corporation, not an open-market sale.

Under the Merger Agreement, each common share, RSA, and PSA became a right to receive $80.70 in cash, less taxes. The transaction eliminates his reported direct common stock position, while unvested RSAs and PSAs (53,806 and 93,184, respectively) continue under substantially the same vesting conditions. This looks like standard merger consideration treatment rather than a discretionary trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Shepherd Brian A.

Role President & CEO

Type	Security	Shares	Price	Value
Disposition	Common Stock	575,191	$80.70	$46.42M

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 53,806 RSAs and 93,184 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: 575,191 shares Cash consideration per share: $80.70 per share Post-transaction common holdings: 0 shares +3 more

6 metrics

Shares disposed 575,191 shares Common stock disposition to issuer on May 14, 2026

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

Post-transaction common holdings 0 shares Direct common stock held by CEO after disposition

Restricted stock awards (RSAs) 53,806 shares Unvested RSAs converted into cash-settled rights

Performance stock awards (PSAs) 93,184 shares Unvested PSAs converted into cash-settled rights

Transaction code D (Disposition to issuer) Non-derivative transaction classification on Form 4

Key Terms

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

Merger Agreement regulatory

"Pursuant to the Merger Agreement, each share of Issuer common stock"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

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.

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^*

Shepherd Brian 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
X	Officer (give title below)		Other (specify below)
	President & CEO

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		575,191(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 53,806 RSAs and 93,184 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 CEO Brian Shepherd report on this Form 4?

Brian A. Shepherd reported a disposition of 575,191 shares of CSG Systems common stock at $80.70 per share. The shares were converted into cash rights as part of a merger transaction, rather than sold on the open market.

How is the $80.70 per share amount used in the CSGS CEO’s Form 4 filing?

Each CSG Systems common share, unvested restricted stock (RSA), and unvested performance-based restricted stock (PSA) held by the CEO was converted into the right to receive $80.70 in cash, before applicable tax withholding, under the completed merger agreement.

Does Brian Shepherd still hold CSG Systems common stock after this Form 4 transaction?

After the reported disposition of 575,191 common shares, the Form 4 lists Brian Shepherd’s direct common stock holdings as zero. His unvested RSAs and PSAs converted into cash-settled rights that remain subject to substantially the same vesting conditions as before.

What happens to the CSGS CEO’s RSAs and PSAs after the NEC merger?

The filing states that 53,806 RSAs and 93,184 PSAs were converted into rights to receive $80.70 per share in cash. Any payment on these unvested awards remains subject to vesting conditions on substantially the same terms as before the merger’s effective time.

How is the merger involving CSG Systems and NEC described in the CEO’s Form 4?

The Form 4 describes a merger where a wholly owned NEC subsidiary merged into CSG Systems, making CSG a wholly owned subsidiary of NEC. The merger triggered cash conversion of the CEO’s common shares and equity awards under the Merger Agreement terms.