VRNT Form 4 shows director stock and RSU cash-out at $20.50
Rhea-AI Filing Summary
Verint Systems Inc. (VRNT) completed a merger in which it became a wholly owned subsidiary of Calabrio, Inc. Under the merger agreement, each share of Verint common stock outstanding at the effective time was canceled and converted into the right to receive $20.50 in cash per share, without interest.
This Form 4 reports transactions for a director of Verint. On 11/26/2025, 11,034 shares of common stock were disposed of, and 8,980 restricted stock units were exercised into common stock and then cashed out, consistent with the merger terms. Each restricted stock unit represented one share of common stock and became fully vested and entitled to the same $20.50 per share cash merger consideration at the effective time.
Positive
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Insights
Form 4 shows Verint’s cash merger closing and RSUs cashed out at $20.50.
The disclosure confirms that Verint Systems Inc. was merged into a wholly owned subsidiary of Calabrio, Inc., with each Verint common share converted into the right to receive $20.50 in cash. This establishes a clear cash value per share for the equity at the effective time of the merger, replacing ongoing equity upside with a fixed payout.
The reporting director disposed of 11,034 common shares and exercised 8,980 restricted stock units, which each represented one Verint share. The RSUs became fully vested as of the effective time under the merger agreement and received the same $20.50 cash consideration per underlying share. These mechanics are typical in change-of-control transactions, aligning equity awards with the per-share merger price.
After these transactions, the Form 4 shows zero derivative securities remaining for this reporting person, consistent with Verint becoming a wholly owned subsidiary with public equity effectively cashed out as of 11/26/2025.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 8,980 | $0.00 | -- |
| Disposition | Common Stock | 11,034 | $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.
