CSG Systems (CSGS) EVP converts 101,859 shares to $80.70 cash in NEC merger

Rhea-AI Filing Summary

CSG Systems International executive Elizabeth A. Bauer reported a disposition of common stock tied to the company’s merger with NEC Corporation. On May 14, 2026, Bauer’s 101,859 shares of common stock were converted into the right to receive $80.70 in cash per share in a transaction with the issuer, leaving her with no directly owned common shares after the deal.

The merger was completed under an Agreement and Plan of Merger among CSG, NEC and a NEC subsidiary, with CSG surviving as a wholly owned subsidiary of NEC. Footnotes state that Bauer also held 20,225 restricted stock awards and 17,484 performance-based restricted stock awards that were similarly converted into cash rights at $80.70 per share, but any payment on these awards remains subject to their existing vesting conditions, adjusted only for provisions made inoperative by the merger.

Insights

Equity compensation and M&A specialist

Executive equity is cashed out in an all-cash merger, a structural change rather than a trading signal.

The filing shows Elizabeth A. Bauer disposing of 101,859 shares of CSG Systems International common stock at $80.70 per share via a merger-related transaction with the issuer. This is a cash-out event driven by an agreed Merger Agreement with NEC Corporation, not an open-market sale.

Each common share, plus unvested RSAs and PSAs, was converted into the right to receive $80.70 in cash. However, 20,225 RSAs and 17,484 PSAs remain subject to their pre-existing vesting conditions, meaning part of Bauer’s economic exposure is still tied to service- or performance-based vesting rather than ongoing public share ownership.

Because the company becomes a wholly owned subsidiary of NEC after the May 14, 2026 closing, this Form 4 mainly documents how the executive’s equity was treated in the transaction. It does not, by itself, indicate a discretionary change in her view of the stock’s prospects.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bauer Elizabeth A

Role EVP, Chief Experience Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	101,859	$80.70	$8.22M

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 20,225 RSAs and 17,484 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: 101,859 shares Cash consideration per share: $80.70 per share Post-transaction holdings: 0 shares +4 more

7 metrics

Shares disposed 101,859 shares Common stock converted in merger on May 14, 2026

Cash consideration per share $80.70 per share Merger consideration for common stock, RSAs and PSAs

Post-transaction holdings 0 shares Direct common stock holdings after merger-related disposition

Restricted stock awards 20,225 RSAs Unvested RSAs converted to $80.70 cash rights, vesting continues

Performance stock awards 17,484 PSAs Unvested PSAs converted to $80.70 cash rights, vesting continues

Merger agreement date October 29, 2025 Agreement and Plan of Merger among CSG, NEC and Merger Sub

Merger closing date May 14, 2026 Effective date when Merger Sub merged into CSG

Key Terms

Agreement and Plan of Merger, Merger, restricted stock ("RSA"), performance-based restricted stock ("PSA"), +2 more

6 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.

Merger regulatory

"Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving"

A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.

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

"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.

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^*

Bauer Elizabeth 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Experience 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		101,859(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 20,225 RSAs and 17,484 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 did CSGS executive Elizabeth Bauer report in this Form 4?

Elizabeth A. Bauer reported that 101,859 shares of CSG Systems International common stock were disposed of at $80.70 per share in a transaction with the issuer. This occurred in connection with the company’s merger into a wholly owned subsidiary of NEC Corporation.

Was Elizabeth Bauer’s CSGS stock sale an open-market transaction?

No, the disposition was to the issuer under a merger agreement, not an open-market sale. Her shares were converted into the right to receive $80.70 in cash per share when CSG Systems International became a wholly owned subsidiary of NEC Corporation.

How many CSGS shares did Elizabeth Bauer hold after this transaction?

Following the merger-related disposition, the Form 4 shows Bauer with 0 shares of CSG Systems International common stock held directly. Her prior 101,859 shares were fully converted into cash rights at $80.70 per share under the merger agreement structure.

How were Elizabeth Bauer’s CSGS restricted stock awards treated in the merger?

The filing states that each unvested RSA and PSA held by Bauer was converted into the right to receive $80.70 in cash per share. However, payments on 20,225 RSAs and 17,484 PSAs remain subject to substantially the same vesting conditions as before the merger.

What corporate event triggered this CSGS insider Form 4 filing?

The Form 4 reflects the closing of a Merger under an Agreement and Plan of Merger dated October 29, 2025. In this transaction, a NEC Corporation subsidiary merged into CSG Systems International, leaving CSG as a wholly owned NEC subsidiary and cashing out existing equity at $80.70 per share.

Does this CSGS Form 4 indicate future trading plans by Elizabeth Bauer?

The Form 4 does not discuss any future trading plans. It only records how Bauer’s existing common stock and equity awards were converted into cash rights at $80.70 per share as part of the merger in which CSG Systems International became a wholly owned subsidiary of NEC Corporation.