CSG Systems (CSGS) director receives $80.70 per share in NEC cash merger

Rhea-AI Filing Summary

CSG Systems International director Rachel A. Barger disposed of 14,532 shares of common stock in connection with the company’s merger with NEC Corporation. On May 14, 2026, each share and related restricted stock award was converted into the right to receive $80.70 in cash, subject to applicable taxes. Following the transaction, Barger no longer holds CSG common stock directly, and the company now operates as a wholly owned subsidiary of NEC.

Insights

Corporate actions analyst

Director’s stake is fully cashed out through NEC’s all-cash merger.

The filing shows director Rachel A. Barger disposed of 14,532 CSG Systems International common shares at $80.70 per share via a transaction with the issuer. This is tied to the closing of a merger where NEC Corporation acquired CSG in an all-cash deal.

The footnotes explain that each common share and unvested restricted stock award was converted into a cash right at $80.70, less withholding taxes. Barger's total direct holdings fall to zero, consistent with a full cash-out as CSG becomes a wholly owned NEC subsidiary. This reflects completion of a change-of-control transaction rather than a discretionary open-market trade.

Because this is a mechanical step under the Agreement and Plan of Merger dated October 29, 2025, it mainly confirms deal execution rather than providing a new signal about insider sentiment. Future disclosures from NEC, rather than CSG, will govern ongoing financial reporting for this business.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Barger Rachel A.

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	14,532	$80.70	$1.17M

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: 14,532 shares Cash consideration per share: $80.70 per share Post-transaction holdings: 0 shares +2 more

5 metrics

Shares disposed 14,532 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

Post-transaction holdings 0 shares Total CSG common stock held directly after transaction

Restricted stock awards 3,085 RSAs RSAs referenced in footnote with $80.70 cash right

Dispose transactions 1 transaction Form 4 transactionSummary disposeCount

Key Terms

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

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

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.

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.

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^*

Barger Rachel 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		14,532(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 CSG Systems (CSGS) disclose for Rachel A. Barger?

Rachel A. Barger disposed of 14,532 CSG Systems common shares. The shares were transferred to the issuer at an effective price of $80.70 per share as part of CSG’s cash merger with NEC Corporation, leaving her with no direct CSG common stock holdings.

At what price were CSG Systems (CSGS) shares converted in the NEC merger?

Each CSG Systems share was converted at $80.70 in cash. Under the merger agreement with NEC Corporation, every common share and each restricted stock award became the right to receive $80.70 in cash, before applicable withholding taxes at closing.

How many CSG Systems (CSGS) shares did Rachel A. Barger hold after the merger transaction?

Rachel A. Barger held zero CSG Systems common shares after the deal. The Form 4 shows total shares following the transaction as 0.0000, reflecting that all reported common stock was converted to cash consideration in the merger with NEC Corporation.

How were CSG Systems (CSGS) restricted stock awards treated in the NEC merger?

Unvested restricted stock awards were also tied to $80.70 per share. The filing notes 3,085 RSAs, with payments subject to vesting on substantially the same terms as before, except for provisions made inoperative by the merger structure.

What type of Form 4 transaction code was used for CSG Systems (CSGS) director Barger?

The transaction used code D, a disposition to the issuer. This code indicates shares were transferred back to CSG Systems, consistent with cash-out treatment under the merger agreement, rather than an open-market sale on a stock exchange.

What corporate event triggered Rachel A. Barger’s Form 4 at CSG Systems (CSGS)?

The Form 4 was triggered by CSG’s merger with NEC Corporation. On May 14, 2026, a NEC subsidiary merged into CSG, making CSG a wholly owned NEC subsidiary and converting all reported shares into cash rights at $80.70 per share.