Verint Sys SEC Filings

Verint Systems Inc. has been acquired by Calabrio, Inc., with Verint becoming a wholly owned subsidiary through a completed merger on November 26, 2025. Each share of Verint common stock outstanding immediately before the effective time was converted into the right to receive $20.50 in cash, and preferred shares were redeemed for $1,000 in cash plus accrued dividends per share. Verint’s common stock has been delisted from Nasdaq, and the company plans to terminate its SEC reporting obligations. Outstanding equity awards and phantom shares were either cashed out at $20.50 per underlying share or converted into cash-based awards that continue to vest over time. Verint’s 0.25% Convertible Senior Notes due April 15, 2026 may now be converted into cash based on $20.50 per share or repurchased at par plus accrued interest under Fundamental Change rights. The aggregate purchase price for all outstanding common shares was approximately $1.24 billion, funded by third-party debt financing arranged by Banco Santander SA.

Verint Systems Inc. (VRNT) reports a key milestone in its planned sale to Calabrio, Inc. The required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired at 11:59 p.m. Eastern Time on November 24, 2025, removing a major U.S. antitrust review hurdle for the transaction. Under the Agreement and Plan of Merger, Viking Merger Sub, Inc., a wholly owned subsidiary of Calabrio, will merge with and into Verint, and Verint will become a wholly owned subsidiary of Calabrio. Verint currently anticipates that the merger will close on or about November 26, 2025, subject to remaining closing conditions in the merger agreement.

Verint Systems Inc. reported that its stockholders approved the Agreement and Plan of Merger with Calabrio, Inc. at a special meeting held on November 18, 2025. The merger will combine Verint with Viking Merger Sub, with Verint surviving as a wholly owned subsidiary of Calabrio’s parent company.

As of the October 14, 2025 record date, Verint had 60,594,610 shares of common stock and 400,000 preferred shares outstanding, representing approximately 70,181,755 votes. About 83.0% of this voting power was present, and the merger proposal passed with 57,960,883 votes in favor versus 257,891 against. Stockholders also approved, on an advisory basis, the compensation that may be paid to named executive officers in connection with the merger. Completion of the merger remains subject to conditions, including regulatory approvals and other closing requirements described in company disclosures.

Verint Systems filed an 8-K to voluntarily supplement its proxy disclosures for the proposed merger with Calabrio ahead of the special stockholder meeting on November 18, 2025. The company also noted two New York state court complaints and stockholder demand letters relating to the proxy; Verint denies the allegations and is providing added detail while reserving all rights.

The supplement expands the background of the process and Jefferies’ valuation work. Jefferies’ selected public company analysis cites EV/Adjusted EBITDA multiples for peers (e.g., 6.5x–9.7x for CY 2025E and 6.0x–9.0x for CY 2026E). The selected transactions analysis shows a 25th/median/75th percentile EV/LTM EBITDA of 8.2x/9.0x/10.9x. Jefferies’ discounted cash flow analysis indicates an implied per share equity value range of $18.43 to $23.99, compared to the Merger Consideration of $20.50 per share.

Jefferies’ analyses used Verint’s net debt of $240 million, preferred equity of $400 million and minority interest of $3 million as of July 31, 2025, and 65.3 million fully diluted shares as of July 31, 2025.

Verint Systems (VRNT) set a shareholder vote on a cash merger with Calabrio, Inc., an affiliate of Thoma Bravo. A special meeting will be held virtually on November 18, 2025 to consider adopting the Merger Agreement. If approved and completed, each share of Common Stock will be converted into the right to receive $20.50 in cash, without interest. Each share of Preferred Stock will be redeemed for $1,000 in cash plus any unpaid accrued and accumulated dividends up to, but excluding, closing.

The board unanimously recommends voting FOR the merger, related compensation on a non-binding basis, and the right to adjourn. The cash price reflects an approximately 18% premium to the 10‑day VWAP up to June 25, 2025. Approval requires a majority of the voting power of outstanding Common and Preferred Stock, voting together as a single class, as of the October 14, 2025 record date. As of the record date, there were 60,594,610 Common shares outstanding and Preferred shares entitled to approximately 28 and 20 votes per share for Series A and Series B, respectively, totaling about 70,181,755 votes.

Jefferies delivered a fairness opinion. Regulatory approvals include HSR and any required FDI consents. If completed, VRNT will be delisted and deregistered. Appraisal rights are available for holders who follow Delaware procedures. Termination fees include $50,000,000 (company) and $112,678,299 (parent).

Verint Systems Inc. reported that Glazer Capital, LLC and its managing member Paul J. Glazer together beneficially hold 3,243,915 shares of Verint common stock, representing 5.38% of the class. The filing shows the Reporting Persons have shared voting and shared dispositive power over these shares and no sole voting or dispositive power.

The statement clarifies these holdings are managed by Glazer Capital on behalf of funds and managed accounts and includes a certification that the shares were not acquired to change or influence control of the issuer. The disclosure establishes a measurable institutional stake that is material to shareholders but does not indicate any change in control or transactional intent.

Verint Systems Inc. proxy statement describes a negotiated cash merger with a private equity bidder led by Thoma Bravo. The board conducted a structured market check, received a best and final cash offer of $21.50 per share, and continued limited engagement with other parties. The proxy details treatment of equity awards: vested RSUs/PSUs will be canceled for cash payments based on the Merger Consideration and unvested awards will convert to time‑vested cash replacement amounts payable if service continues. The filing quantifies potential golden parachute and severance payments for named executives (examples include aggregate equity and cash figures such as $20,663,204 and individual estimated severance totals like $4,645,278), and describes a non‑binding advisory stockholder vote on merger‑related executive compensation. The agreement includes customary no‑shop and fiduciary exceptions, a termination fee regime, regulatory closing conditions (HSR waiting period expiration noted as October 22, 2025), employee benefit covenants through December 31, 2026, and valuation analyses using multiple reference ranges supporting implied per‑share equity values disclosed in the proxy.

Peter Fante, Chief Administrative Officer of Verint Systems Inc. (VRNT), reported the vesting of previously granted restricted stock units (RSUs). On September 12, 2025, 8,995 RSUs that had been granted on April 22, 2024, vested; each RSU represents a right to receive one share of common stock and/or cash on vesting. To satisfy tax withholding obligations arising from the vesting, 3,243 shares were withheld at an indicated value of $20.35 per share. Following these transactions, the filing shows Mr. Fante beneficially owns 28,440 shares of common stock directly and 104,644 derivative securities (RSUs) in a direct ownership form as reported on the form.

Fuller & Thaler Asset Management, Inc. filed an amendment to a Schedule 13G reporting ownership of 512.36 shares of Verint Systems Inc common stock (CUSIP 92343X100), representing 0.00% of the class. The filing identifies Fuller & Thaler as an investment adviser organized in California and states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control. The reporting person discloses sole voting and dispositive power over the 512.36 shares and provides principal business address and authorized signature by the firm’s Chief Compliance Officer.