Form 4: Verint Systems Completes Merger, Director Equity Converted

Verint Systems Inc. finalized its merger with Calabrio, Inc., converting all outstanding shares and director equity into cash.

Summary

• Verint Systems Inc. completed its merger with Viking Merger Sub, Inc., a subsidiary of Calabrio, Inc., with Verint surviving as a wholly-owned subsidiary of Calabrio, Inc.
• At the effective time of the merger, each share of Verint's common stock was automatically canceled and converted into the right to receive $20.50 in cash, without interest.
• Andrew Miller, a Director of Verint Systems Inc., reported transactions on November 26, 2025, related to the merger.
• Miller disposed of 26,895 shares of common stock, resulting in 0 shares beneficially owned directly.
• Miller's 8,980 vested Restricted Stock Units (RSUs) became fully vested and were converted into the right to receive the $20.50 per share merger consideration, resulting in 0 derivative securities beneficially owned.

Sentiment

Score: 7

Explanation: The sentiment is positive as the merger completed as planned, providing a definitive cash return to shareholders and converting director equity as expected. There are no negative surprises or delays reported.

Positives

• The merger provides a definitive cash payout of $20.50 per share to Verint shareholders.
• The completion of the merger resolves uncertainty regarding the company's future ownership structure.

Negatives

• Verint Systems Inc. common stock is no longer publicly traded, removing investment opportunities in the independent entity.

Future Outlook

The filing does not contain forward-looking statements or guidance, as it reports a completed transaction.

Industry Context

This announcement signifies the completion of a strategic acquisition in the software industry, where a publicly traded company (Verint) is acquired by a private entity (Calabrio), often driven by consolidation trends or private equity interest in specific technology sectors.

Stakeholder Impact

• Shareholders of Verint Systems Inc. received $20.50 in cash for each share held, concluding their investment in the public entity.
• Employees of Verint Systems Inc. are now part of a privately held company under Calabrio, Inc.

Key Dates

Keywords

Verint Systems Inc., VRNT, Calabrio Inc., Merger, Acquisition, SEC Form 4, Insider Transaction, Restricted Stock Units, Cash Consideration