[SCHEDULE 13D/A] Verint Systems Inc SEC Filing

Rhea-AI Filing Summary

Amendment No. 3 to a Schedule 13D reports that a group led by Valor Buyer LP and affiliated entities beneficially hold 9,477,625 common shares of Verint Systems Inc., representing 13.61% of the class on a fully-converted basis using 60,160,405 shares outstanding plus issuable common shares. The reported holdings reflect common stock issuable on conversion of 200,000 Series A and 200,000 Series B preferred shares held by Valor Buyer LP.

On August 24, 2025, Valor Buyer LP entered a Voting and Support Agreement with Verint and Calabrio (and Merger Sub) committing to vote its preferred shares in favor of a merger in which Merger Sub will merge into Verint. The Voting Agreement also includes transfer restrictions on the preferred shares and terminates in specified circumstances, including if the issuer accepts a superior proposal. No reporting persons effected transactions in Verint common stock in the past 60 days. The Voting Agreement is filed as Exhibit 9.

Positive

• Contractual support for the merger: Valor Buyer LP executed a Voting and Support Agreement committing to vote in favor of the Merger Agreement dated August 24, 2025
• Significant economic stake: Reporting persons account for 9,477,625 issuable common shares, representing 13.61% of the class on a conversion-adjusted basis
• Transparent disclosure: Voting Agreement filed as Exhibit 9 and incorporated by reference

Negative

• Transfer restrictions are imposed on the preferred shares held by Valor Buyer LP and its affiliates, limiting flexibility of those holdings prior to closing
• Concentration of voting support may reduce the pool of independent shareholder votes available to consider alternate proposals during the period covered by the agreement

Insights

M&A Specialist

TL;DR: A meaningful 13.61% positioned holder has contractually committed support for a takeover, strengthening merger odds.

The filing shows Valor and affiliated entities control 9,477,625 issuable common shares (13.61% on a conversion-adjusted basis) and have executed a Voting and Support Agreement dated August 24, 2025 to approve the proposed merger with Calabrio and Merger Sub. Such an agreement by a significant holder reduces the likelihood of shareholder-led opposition and helps secure the vote needed to close the transaction. The agreement's transfer restrictions and specified termination events are standard deal protections; the document is included as Exhibit 9 for full terms. No open-market trades were reported in the prior 60 days.

Corporate Governance Expert

TL;DR: The Voting Agreement aligns a major holder with management/parent, imposing transfer limits and defined termination rights.

The amendment discloses contractual governance mechanics: Valor Buyer LP must vote its convertible-preference-derived shares for the merger and against competing proposals that could impede deal completion. Transfer restrictions on the preferred shares limit reallocation of economic or voting power before closing. The agreement terminates on specified triggers, including acceptance of a superior proposal, preserving certain shareholder protections. These provisions materially affect shareholder voting dynamics ahead of the merger vote.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Verint Systems Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

92343X100

(CUSIP Number)

Jason Wright
Valor Buyer LP, c/o Apax Partners US, LLC, 601 Lexington Avenue, 53rd Floor
New York, NY, 10022
(212) 753-6300

Leo M. Greenberg, P.C.
Kirkland & Ellis LLP, 601 Lexington Avenue
New York, NY, 10022
(212) 446-4800

Joshua N. Korff, P.C.
Kirkland & Ellis LLP, 601 Lexington Avenue
New York, NY, 10022
(212) 446-4800

Ross M. Leff, P.C.
Kirkland & Ellis LLP, 601 Lexington Avenue
New York, NY, 10022
(212) 446-4800

Abhishek Kolay, P.C.
Kirkland & Ellis LLP, 601 Lexington Avenue
New York, NY, 10022
(212) 446-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/24/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 92343X100

1

Name of reporting person

Valor Buyer LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,477,625.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,477,625.00

11

Aggregate amount beneficially owned by each reporting person

9,477,625.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.61 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The reported amounts have been calculated based upon the Common Stock issuable upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25 ("Issuable Common Shares"). The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares.

SCHEDULE 13D

CUSIP No. 92343X100

1

Name of reporting person

Valor Buyer GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,477,625.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,477,625.00

11

Aggregate amount beneficially owned by each reporting person

9,477,625.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.61 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25. The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares.

SCHEDULE 13D

CUSIP No. 92343X100

1

Name of reporting person

Valor Topco Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,477,625.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,477,625.00

11

Aggregate amount beneficially owned by each reporting person

9,477,625.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.61 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25. The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares.

SCHEDULE 13D

CUSIP No. 92343X100

1

Name of reporting person

Apax X GP Co. Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,420,127.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,420,127.00

11

Aggregate amount beneficially owned by each reporting person

9,420,127.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.53 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25. The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares.

SCHEDULE 13D

CUSIP No. 92343X100

1

Name of reporting person

Apax X GP S.a.r.l.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 57,498.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 57,498.00

11

Aggregate amount beneficially owned by each reporting person

57,498.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.08 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25. The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares.

SCHEDULE 13D

CUSIP No. 92343X100

1

Name of reporting person

Apax Guernsey (Holdco) PCC Limited Apax X Cell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,477,625.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,477,625.00

11

Aggregate amount beneficially owned by each reporting person

9,477,625.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.61 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25. The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001
(b)	Name of Issuer: Verint Systems Inc.
(c)	Address of Issuer's Principal Executive Offices: 225 BROADHOLLOW ROAD, MELVILLE, NEW YORK , 11747.
Item 1 Comment: This Amendment No. 3 ("Amendment No. 3") amends and supplements the Schedule 13D filed with the SEC on May 18, 2020, as amended by Amendment No. 1 filed with the SEC on June 12, 2020, and as amended by Amendment No. 2 filed with the SEC on April 9, 2021 (the "Schedule 13D"). Unless otherwise set forth herein, the disclosures set forth in the Schedule 13D remain unchanged.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented to add the following at the end thereof: Voting Agreement On August 24, 2025, the Issuer, Calabrio, Inc., a Delaware corporation ("Parent") and Viking Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Issuer (the "Merger"). In connection with the transactions contemplated by the Merger Agreement, on August 24, 2025, Valor Buyer LP, in its capacity as a stockholder of the Issuer, entered into a Voting and Support Agreement (the "Voting Agreement"), with Parent and the Issuer. Under the Voting Agreement, Valor Buyer LP has committed to vote its shares of Preferred Stock in favor of the approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and against (i) any action, proposal, transaction or agreement that, to its knowledge, would reasonably be expected to result in any condition set forth in Article VII of the Merger Agreement not being satisfied and (ii) any competing transaction or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere or materially and adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement. The Voting Agreement also includes certain restrictions on transfer of the shares of Preferred Stock held by Valor Buyer LP and its controlled affiliates. The Voting Agreement terminates in certain circumstances, including in connection with the Issuer's termination of the Merger Agreement in order to accept a superior proposal, or upon a change in recommendation in the event of an Intervening Event (as defined in the Merger Agreement). The foregoing summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, filed herewith as Exhibit 9 and is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in rows (11) and (13) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in rows (7) through (10) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5.
(c)	None of the Reporting Persons have effected any transactions in the Issuer's Common Stock during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented to incorporate by reference at the end thereof the information set forth in Item 4 of this Amendment No. 3.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 1 Joint Filing Agreement, dated as of April 9, 2021 incorporated by reference into this Schedule 13D Exhibit 9 Voting and Support Agreement, dated August 24, 2025, by and between Verint Systems Inc., Calabrio, Inc. and Valor Buyer LP

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Valor Buyer LP

Signature:	/s/ Jason Wright
Name/Title:	Jason Wright / President
Date:	08/25/2025

Valor Buyer GP LLC

Signature:	/s/ Jason Wright
Name/Title:	Jason Wright / President
Date:	08/25/2025

Valor Topco Limited

Signature:	/s/ Mark Babbe
Name/Title:	Mark Babbe / Director
Date:	08/25/2025

Apax X GP Co. Limited

Signature:	/s/ Jeremy Latham - /s/ Mark Despres
Name/Title:	Jeremy Latham / Director - Mark Despres / Company Secretary
Date:	08/25/2025

Apax X GP S.a.r.l.

Signature:	/s/ Geoffrey Limpach - /s/ Pedro Neves
Name/Title:	Geoffrey Limpach / Class A Manager - Pedro Neves / Class A Manager
Date:	08/25/2025

Apax Guernsey (Holdco) PCC Limited Apax X Cell

Signature:	/s/ Jeremy Latham
Name/Title:	Jeremy Latham / Director
Date:	08/25/2025

Comments accompanying signature:

Valor Buyer LP By: Valor GP LLC Its: General Partner, Apax X GP S.a r.l., in its capacity as Managing General Partner of APAX X EUR SCSp, Apax Guernsey (Holdco) PCC Limited acting in respect of its Apax X Cell Limited

FAQ

What stake does Valor Buyer LP report in Verint (VRNT)?

Valor Buyer LP and affiliated reporting persons report beneficial ownership of 9,477,625 issuable common shares, representing 13.61% on a conversion-adjusted basis.

What is the Voting and Support Agreement dated August 24, 2025?

It is an agreement among Verint, Calabrio (Parent) and Valor Buyer LP under which Valor Buyer LP commits to vote its preferred shares in favor of the Merger Agreement and against competing transactions; the agreement includes transfer restrictions and specific termination events.

Does the filing show any recent trading in VRNT common stock by the reporting persons?

No; the filing states that none of the Reporting Persons effected any transactions in the Issuer's Common Stock during the past 60 days.

Where can I find the full terms of the Voting Agreement?

The Voting and Support Agreement is filed as Exhibit 9 to this Amendment No. 3 and is incorporated by reference in the filing.

What triggers termination of the Voting Agreement?

The Voting Agreement terminates in specified circumstances, including if the Issuer terminates the Merger Agreement to accept a superior proposal or upon a change in recommendation due to an Intervening Event, as described in the filing.