VRNT Form 4: Andrew Miller equity cashed out at $20.50 per share

Rhea-AI Filing Summary

Verint Systems Inc. (VRNT)$20.50 in cash without interest. This Form 4 reports director Andrew Miller’s equity being cashed out in connection with that transaction.

The filing shows a disposition of 26,895 shares of common stock and the exercise and disposition of 8,980 restricted stock units (RSUs), leaving no Verint common stock or RSUs beneficially owned afterward. Each RSU represented one share of Verint common stock and, under the merger agreement, all RSUs became fully vested at the effective time and entitled to receive the same $20.50 per-share cash consideration.

Insights

Equity compensation and M&A analyst

Director’s Verint equity is fully cashed out at $20.50 per share in the completed merger.

The transactions disclosed relate to the closing of Verint’s merger with Calabrio’s parent entity. At the effective time, every share of Verint common stock was converted into the right to receive $20.50 in cash, and Andrew Miller’s holdings followed the same treatment. The Form 4 reports 26,895 common shares disposed of and 8,980 RSUs that were first exercised into shares and then cashed out.

Each RSU corresponded to one Verint common share and, under the merger agreement, became fully vested as of the effective time and entitled to the same cash consideration. After these steps, Miller no longer beneficially owns Verint equity, consistent with Verint becoming a wholly owned subsidiary of Calabrio’s parent. The economic impact for this insider is mechanical, following the agreed merger terms rather than a discretionary market trade.

11/26/2025 - 12:09 PM

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

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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^*

Miller Andrew

(Last) (First) (Middle)

225 BROADHOLLOW ROAD

(Street)

MELVILLE NY 11747

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VERINT SYSTEMS INC [ VRNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	11/26/2025		D		26,895	D	(1)	0	D
Common Stock(2)	11/26/2025		M		8,980	A	(1)(3)	8,980	D
Common Stock(2)	11/26/2025		D		8,980	D	(1)(3)	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
Restricted Stock Units	(3)	11/26/2025		M			8,980	11/26/2025	(3)	Common Stock	8,980	(1)(3)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated as of August 24, 2025, by and among Verint Systems Inc. ("Verint"), Calabrio, Inc. ("Parent"), and Viking Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Verint, with Verint surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Verint's common stock, par value $0.001 per share, that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive $20.50 in cash without interest (the "Merger Consideration").

2. Reflects vested restricted stock units ("RSUs") further described in footnote three below.

3. Each RSU represents a right to receive one share of common stock of Verint and/or cash upon vesting. Pursuant to the Merger Agreement, each RSU became fully vested and entitled to the Merger Consideration as of the Effective Time.

	/s/ Peter D. Fante, as Attorney-in-Fact for Andrew Miller	11/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does this Form 4 for Verint Systems (VRNT) disclose about Andrew Miller?

The Form 4 reports that director Andrew Miller disposed of 26,895 shares of Verint common stock and 8,980 RSUs in connection with Verint’s cash merger.

What was the cash consideration per share in the Verint Systems (VRNT) merger?

Each share of Verint common stock was canceled and converted into the right to receive $20.50 in cash without interest at the effective time of the merger.

How were Verint Systems (VRNT) RSUs treated in the merger?

Each Verint RSU represented one share of common stock and, under the merger agreement, became fully vested at the effective time and was entitled to receive the $20.50 per-share cash consideration.

Did Andrew Miller retain any Verint (VRNT) shares or RSUs after these transactions?

No. After disposing of 26,895 shares of common stock and 8,980 RSUs, the Form 4 shows 0 shares and 0 derivative securities beneficially owned.

What corporate transaction triggered these Form 4 entries for Verint Systems (VRNT)?

The entries were triggered by the merger in which Viking Merger Sub, Inc. merged into Verint, making Verint a wholly owned subsidiary of Calabrio, Inc. and cashing out its common stock at $20.50 per share.

What is the relationship of the reporting person to Verint Systems (VRNT)?

The reporting person, Andrew Miller, is identified in the filing as a director of Verint Systems Inc.