Verint (VRNT) director equity and RSUs cashed out at $20.50

Rhea-AI Filing Summary

Verint Systems Inc. (VRNT) director-level holdings were updated to reflect the closing of the company’s merger with Calabrio, Inc. on 11/26/2025. Under the merger agreement, each share of Verint common stock outstanding immediately before the effective time was automatically canceled and converted into the right to receive $20.50 in cash per share, without interest.

The filing also shows activity in restricted stock units (RSUs). Each RSU represents a right to receive one share of Verint common stock and/or cash upon vesting. As of the merger’s effective time, these RSUs became fully vested and entitled to receive the same cash merger consideration as the common shares, aligning the director’s equity awards with the cash-out transaction.

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^*

GOLD STEPHEN J

(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		28,473	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 Stephen J. Gold	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 does this Form 4 filing report for Verint Systems (VRNT)?

The Form 4 reports changes in a Verint Systems Inc. director’s equity holdings on 11/26/2025, tied to the completion of Verint’s cash merger with Calabrio, Inc.

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

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.

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

Each Verint RSU represents a right to receive one share of common stock and/or cash upon vesting. Under the merger agreement, all such RSUs became fully vested at the effective time and were entitled to receive the same $20.50 per share merger consideration.

What type of relationship does the reporting person have with Verint Systems (VRNT)?

The reporting person is identified as a Director of Verint Systems Inc. on the Form 4.

On what date did the reported Verint Systems (VRNT) transactions occur?

The earliest transaction date reported in the Form 4 is 11/26/2025, which aligns with the effective time of the merger.

Did the Verint Systems (VRNT) Form 4 involve derivative securities?

Yes. Table II shows derivative activity in the form of restricted stock units, which were exercised or converted in connection with the merger and became entitled to the cash merger consideration.

Who signed this Verint Systems (VRNT) Form 4?

The Form 4 was signed by /s/ Peter D. Fante, as Attorney-in-Fact for Stephen J. Gold, on 11/26/2025.