[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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 8,980 | $0.00 | -- |
| Disposition | Common Stock | 18,553 | $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.
