CSG Systems (CSGS) executive converts 16,855 shares in $80.70 merger

Rhea-AI Filing Summary

CSG Systems International senior vice president and chief accounting officer Lori Szwanek disposed of 16,855.4546 shares of common stock on May 14, 2026 at $80.70 per share through a disposition to the issuer tied to the company’s merger with NEC Corporation. Each common share, restricted stock award and performance-based restricted stock award held immediately before the merger was converted into the right to receive $80.70 in cash, before taxes. Following this transaction, Szwanek no longer directly holds CSG common shares, while 5,185 RSAs and 2,869 PSAs are eligible for cash payment as they vest under substantially the same terms as before the merger.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Szwanek Lori

Role SVP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	16,855.455	$80.70	$1.36M

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 5,185 RSAs and 2,869 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: 16,855.4546 shares Cash per share: $80.70 per share RSAs unvested: 5,185 RSAs +2 more

5 metrics

Shares disposed 16,855.4546 shares Common stock disposed to issuer on May 14, 2026

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

RSAs unvested 5,185 RSAs Remain subject to vesting; payable in cash at $80.70

PSAs unvested 2,869 PSAs Remain subject to vesting; payable in cash at $80.70

Post-transaction common shares 0 shares Total common stock held directly after disposition

Key Terms

Agreement and Plan of Merger, Merger Sub, 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 Sub regulatory

"Canvas Transaction Company, Inc., a direct or indirect wholly owned subsidiary of Parent ("Merger Sub")"

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

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")"

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer""

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^*

Szwanek Lori

(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)
	SVP, Chief Accounting 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		16,855.4546(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 5,185 RSAs and 2,869 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 executive Lori Szwanek report?

Lori Szwanek reported a disposition to the issuer of 16,855.4546 CSG Systems common shares. The shares were converted at $80.70 per share in connection with the company’s merger with NEC Corporation, resulting in no common shares held afterward.

At what price were Lori Szwanek’s CSGS shares converted in the merger?

Each CSG Systems share held by Lori Szwanek was converted into the right to receive $80.70 in cash. This price also applies to her unvested restricted stock and performance-based restricted stock, subject to applicable withholding taxes and ongoing vesting conditions.

How many CSG Systems shares did Lori Szwanek hold after the May 14, 2026 transaction?

After the May 14, 2026 transaction, Lori Szwanek held 0 common shares of CSG Systems directly. Her equity exposure continues only through unvested restricted stock and performance-based restricted stock awards that may pay cash as they vest.

How is the CSGS–NEC merger described in Lori Szwanek’s Form 4?

The filing states that a Merger Sub of NEC Corporation merged into CSG Systems, with CSG surviving as a wholly owned subsidiary. Under the merger agreement, each share, RSA and PSA was converted into the right to receive $80.70 in cash, before taxes.

What happens to Lori Szwanek’s unvested RSAs and PSAs after the CSGS merger?

The filing notes that unvested awards include 5,185 RSAs and 2,869 PSAs. Any cash payment on these awards remains subject to vesting conditions on substantially the same terms as before the merger, apart from provisions rendered inoperative by the merger.