Form 4: Verint Director's Shares Convert to Cash After Merger

Verint Systems Inc. director Richard N. Nottenburg's shares and restricted stock units converted to cash at $20.50 per share following the company's merger with Calabrio, Inc.

Summary

• Verint Systems Inc. completed its merger with Viking Merger Sub, Inc., a subsidiary of Calabrio, Inc., on November 26, 2025.
• Verint now operates as a wholly-owned subsidiary of Calabrio, Inc.
• At the effective time of the merger, each outstanding share of Verint common stock was automatically canceled and converted into the right to receive $20.50 in cash.
• Director Richard N. Nottenburg's restricted stock units (RSUs) became fully vested and were also converted into the right to receive the $20.50 per share merger consideration.
• Nottenburg disposed of 6,859 shares of common stock and 8,980 shares of common stock resulting from RSU vesting, all converted to cash.

Sentiment

Score: 7

Explanation: The sentiment is positive for shareholders who received a cash premium for their shares as part of the merger. For the company, it marks the end of its independent public trading status, which can be viewed neutrally or with mixed feelings depending on perspective.

Positives

• Shareholders, including Director Nottenburg, received a cash payout of $20.50 per share for their Verint common stock.
• Restricted Stock Units (RSUs) held by Director Nottenburg fully vested and converted to cash at the merger consideration price.

Negatives

• Verint Systems Inc. is no longer an independent publicly traded entity, becoming a wholly-owned subsidiary of Calabrio, Inc.
• Existing shareholders no longer hold equity in Verint Systems Inc.

Future Outlook

This Form 4 reports a completed transaction resulting from a merger and does not provide forward-looking statements or guidance for the combined entity.

Industry Context

The acquisition of Verint Systems Inc. by Calabrio, Inc. reflects ongoing consolidation within the customer engagement and workforce optimization software industry, as companies seek to expand market share and integrate complementary technologies.

Corporate Governance

Stakeholder Impact

• Shareholders: Received $20.50 per share in cash, concluding their investment in Verint Systems Inc.
• Employees: Verint continues as a subsidiary, implying continued employment, though potential integration changes are not detailed in this filing.
• Customers: Verint's operations continue under new ownership, potentially leading to integrated product offerings with Calabrio.

Next Steps

• Verint Systems Inc. will operate as a wholly-owned subsidiary of Calabrio, Inc.

Key Dates

Keywords

Verint Systems Inc., VRNT, Calabrio Inc., Merger, Acquisition, Form 4, Insider Transaction, Restricted Stock Units, Cash Payout, Corporate Action