VRNT director reports share and RSU cash-out at $20.50 merger price

Rhea-AI Filing Summary

Verint Systems Inc. (VRNT) completed a merger in which each share of its common stock was automatically converted into the right to receive $20.50 in cash without interest. Director William Kurtz reported the disposition of 20,193 shares of common stock, which were canceled at the merger closing in exchange for the cash merger consideration. He also reported the automatic vesting and exercise of 8,980 restricted stock units (RSUs), each representing one share of Verint common stock, which likewise became entitled to receive the same $20.50 per share merger consideration at the effective time.

Insights

Equity compensation analyst

Director equity and RSUs were cashed out at $20.50 per share in the Verint merger.

The filing shows that Verint Systems Inc. completed a cash merger where each outstanding share of common stock was converted into the right to receive $20.50 in cash. Director William Kurtz reported that his 20,193 common shares were disposed of as part of this transaction and converted into the merger cash consideration.

The report also details 8,980 restricted stock units that each represented one Verint share. Under the merger agreement, these RSUs became fully vested at the effective time and entitled to receive the same cash merger consideration, resulting in no remaining derivative holdings after settlement. Overall, this is a standard equity cash-out in connection with a completed merger, rather than a discretionary open-market trade.

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^*

KURTZ WILLIAM

(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		20,193	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 William Kurtz	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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FAQ

What transaction did Verint Systems Inc. (VRNT) report for director William Kurtz?

The report shows that director William Kurtz disposed of 20,193 shares of Verint common stock, which were canceled and converted into the right to receive cash merger consideration when Verint completed a merger.

What was the merger consideration per share in the Verint (VRNT) transaction?

Each share of Verint common stock was automatically canceled and converted into the right to receive $20.50 in cash per share without interest under the merger agreement.

How were William Kurtz's restricted stock units (RSUs) in Verint (VRNT) treated in the merger?

Kurtz held 8,980 RSUs, each representing one Verint share. Under the merger agreement, these RSUs became fully vested at the effective time and each became entitled to receive the $20.50 cash merger consideration.

What companies were involved in the Verint Systems (VRNT) merger?

The merger was governed by an agreement among Verint Systems Inc., Calabrio, Inc. (referred to as Parent), and Viking Merger Sub, Inc.. Viking Merger Sub merged with and into Verint, with Verint surviving as a wholly owned subsidiary of Calabrio.

Did the Verint (VRNT) director keep Verint shares after the merger transactions?

According to the report, following the merger-related transactions, the entries for the director's reported common stock and RSUs each show 0 securities beneficially owned in those lines, reflecting that his reported Verint equity positions were cashed out in the merger.

What is the relationship of the reporting person to Verint Systems Inc. (VRNT)?

The reporting person, William Kurtz, is identified in the form as a Director of Verint Systems Inc.