Verint (VRNT) clears HSR hurdle, merger closing expected Nov. 26

Rhea-AI Filing Summary

Verint Systems Inc. (VRNT) reports a key milestone in its planned sale to Calabrio, Inc. The required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired at 11:59 p.m. Eastern Time on November 24, 2025, removing a major U.S. antitrust review hurdle for the transaction. Under the Agreement and Plan of Merger, Viking Merger Sub, Inc., a wholly owned subsidiary of Calabrio, will merge with and into Verint, and Verint will become a wholly owned subsidiary of Calabrio. Verint currently anticipates that the merger will close on or about November 26, 2025, subject to remaining closing conditions in the merger agreement.

Positive

• HSR antitrust waiting period expired on November 24, 2025, removing a key U.S. regulatory hurdle for the Verint–Calabrio merger.
• Merger closing now anticipated on or about November 26, 2025, indicating the transaction is nearing completion subject to remaining conditions.

Negative

• None.

Insights

M&A and corporate actions analyst

HSR clearance moves the Verint–Calabrio merger close to completion.

Verint Systems Inc. announces that the Hart-Scott-Rodino antitrust waiting period expired at 11:59 p.m. Eastern Time on November 24, 2025. This means the U.S. antitrust review hurdle referenced in the merger agreement has been cleared without an extension or enforcement action in the disclosed text.

Under the merger structure, Viking Merger Sub, a wholly owned subsidiary of Calabrio, Inc., will merge with and into Verint, leaving Verint as a wholly owned subsidiary of Calabrio. The company states that it currently anticipates closing the merger on or about November 26, 2025, subject to the satisfaction or waiver of remaining conditions that are to be met at closing.

The forward-looking statement section highlights risks that could still affect completion, including failure to satisfy closing conditions, potential termination of the merger agreement, financing risks for the parent entity, and merger-related litigation. While these risks remain, the expiration of the HSR waiting period materially reduces regulatory uncertainty around the U.S. antitrust aspect of the transaction.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

What did Verint Systems Inc. (VRNT) announce in this 8-K filing?

Verint Systems Inc. disclosed that the Hart-Scott-Rodino antitrust waiting period for its planned merger with Calabrio, Inc. expired at 11:59 p.m. Eastern Time on November 24, 2025, and that it currently anticipates closing the merger on or about November 26, 2025, subject to remaining conditions.

What is the structure of the Verint (VRNT) merger with Calabrio?

Under the Agreement and Plan of Merger, Viking Merger Sub, Inc., a wholly owned subsidiary of Calabrio, Inc., will merge with and into Verint Systems Inc., and Verint will survive as a wholly owned subsidiary of Calabrio.

Why is the HSR waiting period important for the Verint (VRNT) merger?

The Hart-Scott-Rodino waiting period relates to U.S. antitrust review. Its expiration on November 24, 2025, was a key closing condition, and its completion removes a major regulatory hurdle to the Verint–Calabrio merger described in the filing.

When does Verint (VRNT) expect the merger with Calabrio to close?

Verint states that it currently anticipates the closing of the merger will occur on or about November 26, 2025, provided that the conditions in the merger agreement that must be satisfied at closing are met or waived.

What risks to completing the Verint (VRNT) merger are highlighted?

The company cites risks including failure to satisfy closing conditions, possible termination of the merger agreement (which could trigger a termination fee), business disruption, retention of key personnel, potential unexpected costs, the ability of Calabrio’s parent to obtain financing, and litigation related to the proposed merger.

Will Verint Systems Inc. continue as a public company after the merger?

The filing states that following the merger, Verint will survive the transaction as a wholly owned subsidiary of Calabrio, Inc., indicating a change from its current standalone public-company status, though specific listing details are not described in this excerpt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/25/2025 - 06:02 AM Learn about SEC filing dates

VERINT SYSTEMS INC false 0001166388 0001166388 2025-11-24 2025-11-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: (Date of earliest event reported): November 24, 2025

Verint Systems Inc.

(Exact name of registrant as specified in its charter)

001-34807

(Commission File Number)

Delaware		11-3200514
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

225 Broadhollow Road

Melville, New York 11747

(Address of principal executive offices, with zip code)

(631) 962-9600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of exchange on which registered
Common Stock, $0.001 par value per share		VRNT		The NASDAQ Stock Market, LLC (NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

As previously disclosed, on August 24, 2025, Verint Systems Inc., a Delaware corporation (“Verint” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Verint will be acquired by Calabrio, Inc., a Delaware corporation (“Parent”). Pursuant to the Merger Agreement, Viking Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, will be merged with and into Verint (the “Merger”), with Verint surviving the Merger as a wholly owned subsidiary of Parent.

The consummation of the Merger is subject to the satisfaction or waiver of certain closing conditions including, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Waiting Period”). The HSR Waiting Period expired at 11:59 p.m. Eastern Time on November 24, 2025. Verint currently anticipates that the closing of the Merger will occur on or about November 26, 2025, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement that by their nature are to be satisfied at the closing of the Merger.

Forward-Looking Statements

This Current Report on Form 8-K contains and the Company’s other filings and press releases may contain forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,” “potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management’s current beliefs, as well as assumptions made by, and information currently available to, the Company, all of which are subject to change. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed Merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Common Stock; (ii) the failure to satisfy any of the conditions to the consummation of the Merger; (iii) the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee; (iv) the effect of the announcement or pendency of the proposed Merger on the Company’s business relationships, operating results and business generally; (v) risks that the proposed Merger disrupts the Company’s current plans and operations; (vi) the Company’s ability to retain and hire key personnel and maintain relationships with key business partners and customers, and others with whom it does business, in light of the proposed Merger; (vii) risks related to the diversion of management’s attention from the Company’s ongoing business operations; (xiii) unexpected costs, charges or expenses resulting from the proposed Merger; (ix) the ability of Parent to obtain financing for the proposed Merger; (x) litigation relating to the proposed Merger that has and could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (xi) continued availability of capital and financing and rating agency actions; (xii) certain restrictions during the pendency of the proposed Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; and (xiii) other risks described in the Company’s filings with the Securities and Exchange Commission (the “SEC”), such risks and uncertainties described under the headings “Forward-Looking Statements,” “Risk Factors” and other sections of the Company’s Annual Report on Form 10-K filed with the SEC on March 26, 2025 and subsequent filings. No list or discussion of risks or uncertainties should be considered a complete statement of all potential risks and uncertainties. Unlisted or unknown factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, and legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the proposed Merger and/or the Company’s consolidated financial condition, results of operations, credit rating or liquidity. The forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to provide revisions or updates to any forward-looking statements, whether as a result of new information, future events or otherwise, should circumstances change, except as otherwise required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 25, 2025

VERINT SYSTEMS INC.
By:		/s/ Peter Fante
Name:		Peter Fante
Title:		Chief Administrative Officer