CSG Systems (NASDAQ: CSGS) director’s 34,878 shares redeemed in NEC deal

Rhea-AI Filing Summary

CSG Systems International director Marwan Fawaz reported a disposition of common stock in connection with the company’s merger with NEC Corporation. On May 14, each of his shares, including unvested restricted stock awards, was converted into the right to receive $80.70 in cash per share, less taxes, as CSG became a wholly owned NEC subsidiary. The filing shows 34,878 shares were disposed of back to the issuer, leaving Fawaz with 0 shares directly held after the transaction. Footnotes note that 3,085 of these were restricted stock awards that remain subject to vesting conditions for payment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fawaz Marwan

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	34,878	$80.70	$2.81M

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") 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: 34,878 shares Cash consideration per share: $80.70 per share Post-transaction holdings: 0 shares +2 more

5 metrics

Shares disposed 34,878 shares Common stock disposed to issuer on May 14, 2026

Cash consideration per share $80.70 per share Merger consideration for each CSG Systems common share and RSA

Post-transaction holdings 0 shares Shares held directly by Marwan Fawaz after disposition

Restricted stock awards included 3,085 RSAs Unvested RSAs subject to continued vesting for cash payment

Transaction code D Disposition to issuer as reported in Form 4

Key Terms

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

Merger Agreement regulatory

"pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement")"

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.

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.

disposition to issuer regulatory

"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^*

Fawaz Marwan

(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		34,878(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") 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 CSGS director Marwan Fawaz report?

Director Marwan Fawaz reported disposing of 34,878 shares of CSG Systems common stock. The shares were surrendered to the issuer in connection with CSG’s merger with NEC, as part of an all-cash consideration structure at $80.70 per share.

What price did CSGS director Marwan Fawaz receive per share?

Each CSG Systems (CSGS) share held by Marwan Fawaz was converted into the right to receive $80.70 in cash. This price applied to both common shares and unvested restricted stock awards, subject to applicable withholding taxes at payment.

How many CSGS shares does Marwan Fawaz hold after the merger transaction?

After the merger-related disposition, the Form 4 shows Marwan Fawaz holding 0 shares of CSG Systems common stock directly. All 34,878 reported shares, including restricted stock awards, were converted into cash rights under the merger terms with NEC.

How are CSGS restricted stock awards handled in this Form 4 transaction?

The filing notes that Fawaz’s holdings included 3,085 restricted stock awards. Payments for these RSAs will follow the same $80.70 cash consideration, but remain subject to vesting conditions similar to those existing immediately before the merger’s effective time.

What corporate event triggered this CSGS Form 4 filing?

The Form 4 results from CSG Systems’ merger with NEC Corporation. A NEC subsidiary merged into CSG, making CSG a wholly owned NEC subsidiary, and each share of CSG common stock was converted into the right to receive $80.70 in cash.