VRNT Form 4: Andrew Miller equity cashed out at $20.50 per share
Rhea-AI Filing Summary
Verint Systems Inc. (VRNT) completed a cash merger in which each share of Verint common stock was canceled and converted into the right to receive $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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 8,980 | $0.00 | -- |
| Disposition | Common Stock | 26,895 | $0.00 | -- |
| Exercise | Common Stock | 8,980 | $0.00 | -- |
| Disposition | Common Stock | 8,980 | $0.00 | -- |
Footnotes (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"). Reflects vested restricted stock units ("RSUs") further described in footnote three below. 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.
