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.

Insights

Equity compensation and M&A specialist

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.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Smith Yvette H

(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		11,034	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 Yvette H. Smith	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction involving Verint Systems Inc. (VRNT) is described here?

The content describes the completion of a merger where Verint Systems Inc. became a wholly owned subsidiary of Calabrio, Inc., and all outstanding Verint common shares were converted into the right to receive $20.50 in cash per share.

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

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

Whose Form 4 transactions are reported for Verint Systems Inc. (VRNT)?

The Form 4 reports transactions for a director of Verint Systems Inc., who is identified in the signature block as Yvette H. Smith, with the form signed by an attorney-in-fact on her behalf.

What happened to the Verint (VRNT) director’s common stock in this Form 4?

On 11/26/2025, the director reported a disposition of 11,034 shares of Verint common stock, consistent with the merger in which each share was converted into the right to receive $20.50 in cash.

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

Each Verint restricted stock unit represented a right to receive one share of common stock and/or cash. Under the merger agreement, each RSU became fully vested at the effective time and was entitled to receive the same $20.50 cash merger consideration per underlying share.

What RSU transactions are disclosed for the Verint (VRNT) director?

On 11/26/2025, the director exercised 8,980 restricted stock units into Verint common stock $20.50 cash merger consideration per share.

Does the Verint (VRNT) Form 4 mention Rule 10b5-1 trading plans?

Yes. The form includes a checkbox to indicate if a transaction was made under a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), referencing Instruction 10.