[Form 4] VERINT SYSTEMS INC Insider Trading Activity

Rhea-AI Filing Summary

Verint Systems Inc. (VRNT)$20.50 per share. The filing reports that Chief Financial Officer Grant A. Highlander disposed of 70,856 shares of Verint common stock in connection with the merger.

In addition, 117,236 restricted stock units (RSUs) and 133,302 performance stock units (PSUs) held by Highlander became fully vested at the merger’s effective time under his employment agreement. Each vested RSU and earned PSU was converted into the right to receive the same $20.50 per-share cash consideration, and the related derivative positions were reduced to zero beneficial ownership.

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Equity compensation and M&A specialist

Verint’s merger cashes out the CFO’s stock, RSUs and PSUs at $20.50 per share.

The Form 4 shows how Verint’s merger with Calabrio’s parent was applied to Chief Financial Officer Grant Highlander’s equity. He disposed of 70,856 shares of common stock as part of the transaction, consistent with all Verint shares being converted to cash at $20.50 per share.

The filing details that 117,236 RSUs and 133,302 PSUs became fully vested at the merger’s effective time under his employment agreement. Each vested RSU and earned PSU converted into the right to receive the same cash merger consideration, and his derivative positions in these awards dropped to zero. This is a mechanical outcome of the merger terms rather than a discretionary open-market trade, so it is best viewed as administrative confirmation of closing economics rather than a change in the company’s standalone outlook.

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^*

Highlander Grant A

(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)

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

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		70,856	D	(1)	0	D
Common Stock(2)	11/26/2025		M		117,236	A	(1)(3)	117,236	D
Common Stock(2)	11/26/2025		D		117,236	D	(1)(3)	0	D
Common Stock(4)	11/26/2025		A		133,302	A	(1)(5)	133,302	D
Common Stock(4)	11/26/2025		D		133,302	D	(1)(5)	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			117,236	11/26/2025	(3)	Common Stock	117,236	(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 Mr. Highlander's employment agreement, each RSU became fully vested as of the Effective Time. Pursuant to the Merger Agreement, each vested RSU became entitled to the Merger Consideration as of the Effective Time.

4. Reflects performance stock units ("PSUs") further described in footnote five below.

5. Pursuant to Mr. Highlander's employment agreement, all previously-granted PSUs vested at the target level of performance achievement as of the Effective Time. Pursuant to the Merger Agreement, each earned PSU became entitled to the Merger Consideration as of the Effective Time.

	/s/ Peter D. Fante, as Attorney-in-Fact for Grant A. Highlander	11/26/2025
	** 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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