[Form 4] VERINT SYSTEMS INC Insider Trading Activity

Rhea-AI Filing Summary

Verint Systems Inc. (VRNT) completed a merger with Calabrio, Inc., after which Verint became a wholly owned subsidiary of Calabrio’s parent entity. At the merger’s effective time, 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 transactions by a Verint director in connection with the merger’s closing. Previously held common shares and vested restricted stock units (RSUs), each representing one share of Verint common stock and/or cash upon vesting, became fully vested and entitled to the same 20.50 per-share merger cash consideration. Following these transactions, the reporting person no longer beneficially owns Verint common stock or related RSUs.

Insights

Equity compensation and M&A disclosure analyst

Director’s Verint equity and RSUs were fully cashed out at $20.50 per share in the Calabrio merger.

The filing shows completion mechanics of the Verint–Calabrio deal for one director’s holdings. At the merger’s effective time, each Verint common share was canceled and converted into the right to receive 20.50 in cash, aligning director treatment with other common shareholders. The Form 4 documents non-derivative share dispositions and the exercise and settlement of restricted stock units.

The RSUs, each representing one Verint common share and/or cash upon vesting, became fully vested under the merger agreement and entitled to the same 20.50 per share cash consideration. After the reported transactions, the director’s beneficial ownership of Verint common stock and related RSUs is reduced to zero, consistent with Verint becoming a wholly owned subsidiary of Calabrio’s parent. This reflects deal closing mechanics rather than a discretionary trading decision.

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^*

Crawford Linda M.

(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		18,553	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 Linda M. Crawford	11/26/2025
	** 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.
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FAQ

What does this Verint Systems (VRNT) Form 4 disclose?

This Form 4 discloses that a Verint director’s common shares and vested restricted stock units were settled for cash when Verint completed its merger with Calabrio, Inc.

What cash consideration did Verint (VRNT) shareholders receive in the merger?

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

How were Verint (VRNT) restricted stock units treated in the merger?

Each RSU, representing the right to one Verint common share and/or cash upon vesting, became fully vested at the effective time and entitled to the same 20.50 per-share merger cash consideration.

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

The reporting person is identified as a director of Verint Systems Inc. on the Form 4.

Does the Verint (VRNT) director still own Verint shares after the merger?

No. The tables show that following the merger-related transactions, the director’s beneficial ownership of Verint common stock and related RSUs is zero.

Why was this Verint (VRNT) transaction reported on Form 4?

Form 4 is used to report changes in beneficial ownership by directors and other insiders. The merger and related cash-out of shares and RSUs triggered reportable ownership changes for the director.