Form 4: Verint Officer Cashes Out Equity Post-Merger

Verint Systems Inc. Chief Administrative Officer Peter Fante reported the disposition of all his common stock, restricted stock units, and performance stock units following the company's merger into a wholly-owned subsidiary of Calabrio, Inc.

Summary

• Peter Fante, Chief Administrative Officer of Verint Systems Inc., reported changes in his beneficial ownership of company securities.
• The changes occurred on November 26, 2025, following the merger of Verint Systems Inc. with Viking Merger Sub, Inc., making Verint 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 without interest.
• Mr. Fante's vested restricted stock units (RSUs) and performance stock units (PSUs) became fully vested at the target level of performance achievement as of the Effective Time, and each became entitled to the $20.50 per share merger consideration.
• He disposed of 28,439 shares of common stock, 104,644 shares from vested RSUs, and 129,877 shares from vested PSUs.
• Following these transactions, Mr. Fante's beneficial ownership of Verint common stock is 0 shares.

Sentiment

Score: 5

Explanation: The filing is a factual report of insider transactions following a completed merger. It is neutral in tone, simply documenting the required changes in beneficial ownership as a result of a pre-determined corporate action.

Positives

• The merger provided a cash payout of $20.50 per share to Verint shareholders, including Peter Fante for his equity awards.
• Peter Fante's restricted stock units (RSUs) and performance stock units (PSUs) fully vested at the target level due to the merger, allowing him to realize their value.

Negatives

• Verint Systems Inc. is no longer a publicly traded entity, as it became a wholly-owned subsidiary of Calabrio, Inc.
• Former public shareholders no longer hold equity in Verint Systems Inc.

Future Outlook

NA

Industry Context

The acquisition of Verint Systems Inc. by Calabrio, Inc. (via Viking Merger Sub) represents consolidation within the customer engagement and workforce optimization software industry. Such mergers often aim to combine product portfolios, expand market reach, and achieve synergies.

Stakeholder Impact

• Shareholders (former public): Received $20.50 per share in cash, ending their equity ownership in Verint.
• Employees (like Peter Fante): Equity awards (RSUs, PSUs) vested and converted to cash, providing a liquidity event.
• Verint Systems Inc. (as an entity): Now operates as a wholly-owned subsidiary of Calabrio, Inc., no longer a standalone public company.

Key Dates

Keywords

Verint Systems Inc., VRNT, Peter Fante, Form 4, insider transaction, merger, acquisition, Calabrio Inc., common stock, restricted stock units, performance stock units, cash consideration