Verint Systems director reports cash settlement of stock and RSUs

Rhea-AI Filing Summary

Verint Systems Inc. (VRNT) filed a Form 4 disclosing that director Richard N. Nottenburg’s equity was cashed out in connection with the company’s merger. On 11/26/2025, Verint merged with Viking Merger Sub, Inc., becoming a wholly owned subsidiary of Calabrio, Inc. Under the merger agreement, each share of Verint common stock outstanding immediately before the effective time was canceled and converted into the right to receive $20.50 in cash, without interest.

The filing shows the disposition of 6,859 shares of common stock and the vesting and settlement of 8,980 restricted stock units (RSUs). Each RSU represented a right to receive one share of Verint common stock and/or cash upon vesting and, as of the effective time, became fully vested and entitled to the same $20.50-per-share cash merger consideration.

Insider Trade Summary

8,980 shares exercised/converted

Mixed 4 txns

Insider Nottenburg Richard N

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	8,980	$0.00	--
Disposition	Common Stock	6,859	$0.00	--
Exercise	Common Stock	8,980	$0.00	--
Disposition	Common Stock	8,980	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

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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^*

Nottenburg Richard N

(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		6,859	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 Richard N. Nottenburg	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).
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FAQ

What did Verint Systems Inc. (VRNT) disclose in this Form 4?

The Form 4 reports that director Richard N. Nottenburg had his Verint equity cashed out in connection with a completed merger. His common stock and restricted stock units were converted into the right to receive cash under a merger agreement involving Verint, Calabrio, Inc., and Viking Merger Sub, Inc..

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

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

How many Verint (VRNT) common shares did the director dispose of?

The Form 4 shows that 6,859 shares of Verint common stock were disposed of in the transaction reported, consistent with the shares being canceled and converted into the cash merger consideration.

What happened to the Verint (VRNT) restricted stock units (RSUs)?

The filing reports 8,980 restricted stock units (RSUs). Each RSU represented a right to receive one share of Verint common stock and/or cash upon vesting. Under the merger agreement, each RSU became fully vested at the effective time and became entitled to receive the $20.50-per-share cash merger consideration.

Who is the acquirer in the Verint Systems Inc. (VRNT) merger described here?

Under the disclosed merger agreement dated August 24, 2025, Calabrio, Inc. is identified as the parent company. Viking Merger Sub, Inc. merged with and into Verint Systems Inc., with Verint surviving as a wholly owned subsidiary of Calabrio.

What is the reporting person’s role at Verint (VRNT) in this Form 4?

The reporting person, Richard N. Nottenburg, is identified as a director of Verint Systems Inc. The form is indicated as being filed by one reporting person.