CSG Systems (NASDAQ: CSGS) director’s 7,808 shares cashed out in NEC merger at $80.70

Rhea-AI Filing Summary

CSG Systems International director Samantha Joy Greenberg disposed of 7,808 shares of common stock on May 14, 2026 in connection with the company's merger with NEC Corporation. The shares were converted into the right to receive $80.70 per share in cash under the merger agreement. Following this transaction, Greenberg no longer holds CSG common stock directly, while any cash payable for her unvested restricted stock awards remains subject to the original vesting conditions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Greenberg Samantha Joy

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	7,808	$80.70	$630K

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. On May 14, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2025 (the "Merger Agreement"), by and among CSG Systems International, Inc. (the "Issuer"), NEC Corporation ("Parent") and Canvas Transaction Company, Inc., a direct or indirect wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each share of Issuer common stock, par value $0.01 per share, and each unvested share of restricted stock ("RSA") held by the Reporting Person immediately prior to the closing of the Merger was converted into the right to receive $80.70 in cash, without interest, less any applicable withholding taxes. Includes 3,085 RSAs. Any payment with respect to unvested RSAs will be subject to vesting conditions on substantially the same terms and conditions as applied to such awards immediately prior to the effective time of the Merger, except for terms rendered inoperative by reason of the Merger.

Key Figures

Shares disposed: 7,808 shares Cash per share: $80.70 per share Shares after transaction: 0 shares +3 more

6 metrics

Shares disposed 7,808 shares Common stock disposition on May 14, 2026

Cash per share $80.70 per share Merger consideration for CSG common stock and RSAs

Shares after transaction 0 shares Director’s direct CSG common stock holdings following disposition

Restricted stock awards 3,085 RSAs Unvested RSAs converted to $80.70 cash rights, subject to vesting

Transaction code Code D (Disposition to issuer) Non-derivative transaction classification on Form 4

Transaction direction Dispose Normalized direction for May 14, 2026 Form 4 transaction

Key Terms

Agreement and Plan of Merger, restricted stock ("RSA"), wholly owned subsidiary, disposition to issuer, +1 more

5 terms

Agreement and Plan of Merger regulatory

"On May 14, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2025..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

restricted stock ("RSA") financial

"each unvested share of restricted stock ("RSA") held by the Reporting Person... was converted into the right to receive $80.70 in cash"

wholly owned subsidiary financial

"with the Issuer surviving the Merger as a wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

disposition to issuer regulatory

"transaction_code_description": "Disposition to issuer""

withholding taxes financial

"right to receive $80.70 in cash, without interest, less any applicable withholding taxes"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Greenberg Samantha Joy

(Last) (First) (Middle)

169 INVERNESS DR. W SUITE 300

(Street)

ENGLEWOOD COLORADO 80112

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CSG SYSTEMS INTERNATIONAL INC [ CSGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/14/2026		D		7,808(1)(2)	D	$80.7(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On May 14, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2025 (the "Merger Agreement"), by and among CSG Systems International, Inc. (the "Issuer"), NEC Corporation ("Parent") and Canvas Transaction Company, Inc., a direct or indirect wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each share of Issuer common stock, par value $0.01 per share, and each unvested share of restricted stock ("RSA") held by the Reporting Person immediately prior to the closing of the Merger was converted into the right to receive $80.70 in cash, without interest, less any applicable withholding taxes.

2. Includes 3,085 RSAs. Any payment with respect to unvested RSAs will be subject to vesting conditions on substantially the same terms and conditions as applied to such awards immediately prior to the effective time of the Merger, except for terms rendered inoperative by reason of the Merger.

	/s/ Andrea Matheny, attorney-in-fact	05/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CSGS director Samantha Joy Greenberg report?

Samantha Joy Greenberg reported a disposition of 7,808 shares of CSG Systems International common stock. The shares were transferred to the issuer in connection with the merger with NEC Corporation at a cash value of $80.70 per share.

At what price were Samantha Joy Greenberg’s CSGS shares converted in the merger?

Each share of CSG Systems International common stock held by Samantha Joy Greenberg was converted into the right to receive $80.70 in cash. This per-share cash consideration applied to her common stock and unvested restricted stock awards, subject to applicable tax withholding.

How many CSG Systems International shares does Samantha Joy Greenberg hold after this Form 4?

After the May 14, 2026 transaction, Samantha Joy Greenberg directly holds zero shares of CSG Systems International common stock. Her prior holdings were converted into cash rights under the merger agreement when the company became a wholly owned subsidiary of NEC Corporation.

How did the NEC Corporation merger affect CSGS restricted stock awards (RSAs)?

Unvested restricted stock awards, including 3,085 RSAs held by Samantha Joy Greenberg, were converted into the right to receive $80.70 per share in cash. Any resulting payments remain subject to substantially the same vesting conditions that applied immediately before the merger became effective.

What corporate transaction triggered this CSGS insider disposition filing?

The disposition was triggered by a merger in which a subsidiary of NEC Corporation merged with CSG Systems International. CSG Systems survived as a wholly owned subsidiary, and each share of its common stock was converted into a cash right of $80.70 under the merger agreement.