Form 4: Verint Director's Post-Merger Stock Transactions

Verint Systems Inc. Director Yvette H. Smith reported the disposition of common stock and the vesting and disposition of restricted stock units following the company's merger with Calabrio, Inc.

Summary

• Verint Systems Inc. completed a merger with Viking Merger Sub, Inc., a subsidiary of Calabrio, Inc., resulting in Verint becoming a wholly-owned subsidiary of Calabrio, Inc.
• At the effective time of the merger, each share of Verint's common stock was automatically converted into the right to receive $20.50 in cash.
• Yvette H. Smith, a Director of Verint, reported transactions on November 26, 2025, related to this merger.
• Smith disposed of 11,034 shares of Verint common stock.
• Additionally, 8,980 restricted stock units (RSUs) held by Smith became fully vested and were subsequently disposed of, converting into the right to receive $20.50 in cash per unit.

Sentiment

Score: 7

Explanation: The filing reports the expected and completed outcome of a merger, where shareholders received cash and RSUs vested. This is a standard post-merger event, indicating a neutral to slightly positive outcome for shareholders who received cash.

Positives

• Shareholders of Verint Systems Inc. received a cash consideration of $20.50 per share as a result of the merger.
• Restricted Stock Units (RSUs) held by the reporting person became fully vested and were converted into cash at the merger consideration price.

Negatives

• Verint Systems Inc. is no longer an independent publicly traded company, having become a wholly-owned subsidiary of Calabrio, Inc.
• The reporting person, Yvette H. Smith, no longer beneficially owns common stock or derivative securities of Verint Systems Inc. following the transactions.

Future Outlook

The filing reports completed transactions resulting from a merger and does not provide forward-looking statements or guidance for the now privately-held Verint Systems Inc.

Industry Context

This merger signifies consolidation within the software and customer engagement solutions industry, with Verint Systems Inc. transitioning from a public entity to a subsidiary of Calabrio, Inc.

Corporate Governance

Stakeholder Impact

• Shareholders: Received $20.50 in cash per share for their Verint common stock.
• Employees (RSU holders): Vested restricted stock units converted into cash at the merger consideration price.
• Company (Verint): Now operates as a wholly-owned subsidiary of Calabrio, Inc., no longer an independent public entity.

Next Steps

• For the reporting person, the next step is the receipt of the cash consideration for the disposed shares and vested RSUs.
• Verint Systems Inc. will continue operations as a wholly-owned subsidiary of Calabrio, Inc.

Key Dates

Keywords

Verint Systems Inc., VRNT, Calabrio Inc., Merger, Form 4, Insider Trading, Director, Stock Transaction, Restricted Stock Units, RSU, Beneficial Ownership