Every 8-K that Verint Sys (VRNT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow VRNT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VRNT filings page.
Verint Systems Inc. has been acquired by Calabrio, Inc., with Verint becoming a wholly owned subsidiary through a completed merger on November 26, 2025. Each share of Verint common stock outstanding immediately before the effective time was converted into the right to receive $20.50 in cash, and preferred shares were redeemed for $1,000 in cash plus accrued dividends per share. Verint’s common stock has been delisted from Nasdaq, and the company plans to terminate its SEC reporting obligations. Outstanding equity awards and phantom shares were either cashed out at $20.50 per underlying share or converted into cash-based awards that continue to vest over time. Verint’s 0.25% Convertible Senior Notes due April 15, 2026 may now be converted into cash based on $20.50 per share or repurchased at par plus accrued interest under Fundamental Change rights. The aggregate purchase price for all outstanding common shares was approximately $1.24 billion, funded by third-party debt financing arranged by Banco Santander SA.
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.
Verint Systems Inc. reported that its stockholders approved the Agreement and Plan of Merger with Calabrio, Inc. at a special meeting held on November 18, 2025. The merger will combine Verint with Viking Merger Sub, with Verint surviving as a wholly owned subsidiary of Calabrio’s parent company.
As of the October 14, 2025 record date, Verint had 60,594,610 shares of common stock and 400,000 preferred shares outstanding, representing approximately 70,181,755 votes. About 83.0% of this voting power was present, and the merger proposal passed with 57,960,883 votes in favor versus 257,891 against. Stockholders also approved, on an advisory basis, the compensation that may be paid to named executive officers in connection with the merger. Completion of the merger remains subject to conditions, including regulatory approvals and other closing requirements described in company disclosures.
Verint Systems filed an 8-K to voluntarily supplement its proxy disclosures for the proposed merger with Calabrio ahead of the special stockholder meeting on November 18, 2025. The company also noted two New York state court complaints and stockholder demand letters relating to the proxy; Verint denies the allegations and is providing added detail while reserving all rights.
The supplement expands the background of the process and Jefferies’ valuation work. Jefferies’ selected public company analysis cites EV/Adjusted EBITDA multiples for peers (e.g., 6.5x–9.7x for CY 2025E and 6.0x–9.0x for CY 2026E). The selected transactions analysis shows a 25th/median/75th percentile EV/LTM EBITDA of 8.2x/9.0x/10.9x. Jefferies’ discounted cash flow analysis indicates an implied per share equity value range of $18.43 to $23.99, compared to the Merger Consideration of $20.50 per share.
Jefferies’ analyses used Verint’s net debt of $240 million, preferred equity of $400 million and minority interest of $3 million as of July 31, 2025, and 65.3 million fully diluted shares as of July 31, 2025.
Verint Systems Inc. filed a Form 8-K to furnish a press release with selected financial information for its results of operations and financial condition. The release covers the three months and six months ended July 31, 2025 and is attached as Exhibit 99.1.
Verint Systems Inc. agreed to be acquired by Calabrio, Inc. under an Agreement and Plan of Merger dated August 24, 2025. Under the deal, each outstanding share of Verint common stock (other than treasury shares, Parent/Merger Sub-owned shares and shares of holders who perfect appraisal rights) will be converted into the right to receive $20.50 in cash per share.
Each outstanding share of Series A and Series B convertible preferred stock will be redeemed for $1,000 in cash plus any unpaid accrued dividends. Unvested phantom shares, RSUs and PSUs will be converted into cash-based awards tied to the $20.50 Merger Consideration with specified vesting and payment mechanics. Supporting stockholders holding over 14.5% of voting power have signed voting and support agreements in favor of the merger.