CSG Systems (CSGS) director exits equity as merger pays $80.70 cash
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
CSG Systems International director Haiyan Song disposed of 22,560 shares of common stock, including restricted stock awards, in connection with the company’s merger with NEC Corporation. Each share and unvested restricted stock award was converted into the right to receive $80.70 in cash, subject to applicable withholding taxes. Following this merger-related cash-out, Song no longer holds CSG Systems International common shares, while 3,085 unvested restricted stock awards remain subject to substantially the same vesting terms that applied before the merger.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Song Haiyan
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 22,560 | $80.70 | $1.82M |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null)
Footnotes (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: 22,560 shares
Merger cash consideration: $80.70 per share
Post-transaction holdings: 0 shares
+1 more
4 metrics
Shares disposed
22,560 shares
Disposition to issuer on May 14, 2026 in merger
Merger cash consideration
$80.70 per share
Cash paid for each common share and RSA
Post-transaction holdings
0 shares
Total CSG Systems common stock after disposition
Unvested RSAs
3,085 RSAs
Unvested restricted stock awards subject to vesting terms
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
"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.
FAQ
What insider transaction did CSGS director Haiyan Song report?
Haiyan Song reported a disposition of 22,560 shares of CSG Systems International common stock. The shares were surrendered to the issuer in connection with the closing of a merger and converted into a cash payment right of $80.70 per share.
Does Haiyan Song still own CSGS common stock after this Form 4 transaction?
After the reported merger-related disposition, Haiyan Song holds zero shares of CSG Systems International common stock. The filing shows total shares following the transaction as 0, reflecting the conversion of equity into cash consideration at the closing of the merger.
What happened to Haiyan Song’s restricted stock awards in the CSGS merger?
Haiyan Song’s restricted stock awards were converted into the right to receive $80.70 per award in cash. According to the disclosure, 3,085 unvested awards remain subject to substantially the same vesting conditions that applied immediately before the merger’s effective time.
Which companies were involved in the CSG Systems International merger?
The merger involved CSG Systems International, NEC Corporation as the parent, and Canvas Transaction Company, Inc. Merger Sub combined with CSG Systems International, with CSG surviving as a wholly owned subsidiary of NEC Corporation after the transaction closed.
What type of transaction code appears on Haiyan Song’s CSGS Form 4?
The Form 4 uses transaction code D, indicating a disposition to the issuer. This reflects that Haiyan Song’s shares and restricted stock were surrendered in exchange for the $80.70 per share cash merger consideration rather than sold on the open market.