CSG Systems (NASDAQ: CSGS) director fully cashed out as NEC merger pays $80.70 a share

Rhea-AI Filing Summary

CSG Systems International director David G. Barnes disposed his stake as part of the company’s merger with NEC Corporation. On May 14, 2026, 40,678 shares of common stock were surrendered to the issuer at $80.70 per share in cash under the merger agreement. This amount included 3,085 unvested restricted stock awards, which were converted into cash rights but remain subject to vesting conditions similar to those in place before the merger. Following the transaction, Barnes held no CSG common shares directly.

Insights

M&A and corporate actions analyst

Director’s entire CSG stake is cashed out via NEC merger consideration.

The filing shows David G. Barnes, a director of CSG Systems International, disposing of 40,678 common shares at $80.70 per share. This is tied directly to the closing of the merger where CSG became a wholly owned subsidiary of NEC Corporation, not an open-market trade.

Each common share and each unvested restricted stock award was converted into a right to receive $80.70 in cash, less withholding taxes. The note that 3,085 of these shares are RSAs, still subject to vesting terms, means some cash payments will occur over time as vesting conditions are met.

Because the transaction results from a previously signed merger agreement effective on May 14, 2026, it is largely mechanical and reflects the deal’s closing terms rather than a discretionary decision about CSG’s standalone outlook. The key takeaway is confirmation of the cash acquisition price and that the director no longer holds CSG equity following the merger.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Barnes David G

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	40,678	$80.70	$3.28M

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: 40,678 shares Cash price per share: $80.70 per share Restricted stock awards included: 3,085 RSAs +1 more

4 metrics

Shares disposed 40,678 shares Common stock surrendered in merger on May 14, 2026

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

Restricted stock awards included 3,085 RSAs Unvested RSAs converted into cash rights at $80.70

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

Key Terms

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

4 terms

Agreement and Plan of Merger financial

"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

"was converted into the 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.

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^*

Barnes David G

(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		40,678(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 did CSG Systems (CSGS) director David G. Barnes report in this Form 4?

David G. Barnes reported disposing of all 40,678 CSG Systems common shares. The shares were surrendered to the issuer at $80.70 per share in cash when CSG completed its merger with NEC Corporation, leaving him with zero directly held CSG shares afterward.

How is the $80.70 per share price applied to CSGS shares in this transaction?

Each CSG Systems common share was converted into $80.70 in cash. Under the merger agreement with NEC Corporation, every share Barnes held, including those tied to restricted stock awards, received $80.70 per share, subject to applicable withholding taxes at closing.

Did the CSGS director sell his shares on the open market?

No, the CSG Systems shares were disposed of to the issuer in a merger transaction. The Form 4 shows a disposition to the issuer under the merger agreement, not an open-market sale, as CSG became a wholly owned subsidiary of NEC Corporation.

What happened to David G. Barnes’s restricted stock awards (RSAs) in the CSGS merger?

Unvested restricted stock awards were converted into cash rights at $80.70 per share. The filing notes 3,085 RSAs, with payments still subject to vesting conditions that largely mirror the pre-merger terms, apart from provisions made inoperative by the merger.

Does David G. Barnes still hold any CSG Systems (CSGS) shares after the merger closing?

No, Barnes holds no CSG Systems common shares following the merger. The Form 4 reports total shares following the transaction as zero, reflecting that all of his equity was converted into the right to receive cash consideration under the NEC acquisition terms.

What corporate event triggered this Form 4 filing for CSG Systems (CSGS)?

The Form 4 was triggered by the closing of CSG’s merger with NEC Corporation. A merger subsidiary of NEC combined with CSG, with CSG surviving as a wholly owned subsidiary, and all common shares converted into a fixed cash amount per share.