Form 4: Verint President Cashes Out Equity Post-Merger

Verint Systems Inc. President Elan Moriah converted all his vested equity holdings into cash following the company's merger with Calabrio, Inc.

Summary

• Elan Moriah, President of Verint Systems Inc., reported changes in beneficial ownership due to the merger of Verint into Viking Merger Sub, Inc., a subsidiary of Calabrio, Inc.
• The merger, effective on November 26, 2025, resulted in Verint becoming a wholly-owned subsidiary of Calabrio, Inc.
• Each share of Verint common stock outstanding prior to the merger was automatically canceled and converted into the right to receive $20.50 in cash without interest.
• Mr. Moriah's 113,025 vested Restricted Stock Units (RSUs) and 138,732 Performance Stock Units (PSUs) fully vested at the target level of performance achievement as of the effective time of the merger.
• These vested RSUs and PSUs, along with 62,760 shares of common stock, were converted into the $20.50 per share merger consideration.

Sentiment

Score: 7

Explanation: Neutral to slightly positive for the executive due to a liquidity event, but neutral for the former public shareholders as the company is acquired. The merger consideration of $20.50 per share is a definitive value.

Positives

• Elan Moriah's Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) fully vested upon the merger's effective time, as per his employment agreement.
• Mr. Moriah received $20.50 in cash per share for all his Verint common stock, vested RSUs, and PSUs, providing a significant liquidity event.

Negatives

• Verint Systems Inc. is no longer a publicly traded entity, having become a wholly-owned subsidiary of Calabrio, Inc.
• Former Verint shareholders, including Mr. Moriah, no longer hold equity in Verint.

Future Outlook

The filing reports a completed transaction and does not provide forward-looking statements or guidance for the company's future operations.

Industry Context

This merger signifies consolidation within the software or customer engagement solutions industry, where Verint operates. Such transactions often aim to achieve synergies, expand market share, or integrate complementary technologies. The acquisition by Calabrio, Inc. suggests a strategic move to enhance its offerings or competitive position.

Comparison to Industry Standards

• This Form 4 filing reports an executive's equity transactions post-merger and does not contain information suitable for comparing financial results or operational performance to industry benchmarks or specific comparable companies/projects.

Stakeholder Impact

• Former shareholders received $20.50 cash per share, losing their equity stake in Verint Systems Inc.
• Verint Systems Inc. became a wholly-owned subsidiary of Calabrio, Inc., ceasing to be a publicly traded entity.

Key Dates

Keywords

Verint Systems Inc., VRNT, Calabrio Inc., Merger, Form 4, Beneficial Ownership, Elan Moriah, Restricted Stock Units, Performance Stock Units, Cash Out, Executive Compensation