[Form 4] VERINT SYSTEMS INC Insider Trading Activity
Rhea-AI Filing Summary
Verint Systems Inc. (VRNT) completed its merger with Calabrio’s parent company, triggering a full cash-out of common stock and equity awards at $20.50 per share. The filing reports that Chief Financial Officer Grant A. Highlander disposed of 70,856 shares of Verint common stock in connection with the merger.
In addition, 117,236 restricted stock units (RSUs) and 133,302 performance stock units (PSUs) held by Highlander became fully vested at the merger’s effective time under his employment agreement. Each vested RSU and earned PSU was converted into the right to receive the same $20.50 per-share cash consideration, and the related derivative positions were reduced to zero beneficial ownership.
Positive
- None.
Negative
- None.
Insights
Verint’s merger cashes out the CFO’s stock, RSUs and PSUs at $20.50 per share.
The Form 4 shows how Verint’s merger with Calabrio’s parent was applied to Chief Financial Officer Grant Highlander’s equity. He disposed of 70,856 shares of common stock as part of the transaction, consistent with all Verint shares being converted to cash at $20.50 per share.
The filing details that 117,236 RSUs and 133,302 PSUs became fully vested at the merger’s effective time under his employment agreement. Each vested RSU and earned PSU converted into the right to receive the same cash merger consideration, and his derivative positions in these awards dropped to zero. This is a mechanical outcome of the merger terms rather than a discretionary open-market trade, so it is best viewed as administrative confirmation of closing economics rather than a change in the company’s standalone outlook.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 117,236 | $0.00 | -- |
| Disposition | Common Stock | 70,856 | $0.00 | -- |
| Exercise | Common Stock | 117,236 | $0.00 | -- |
| Disposition | Common Stock | 117,236 | $0.00 | -- |
| Grant/Award | Common Stock | 133,302 | $0.00 | -- |
| Disposition | Common Stock | 133,302 | $0.00 | -- |
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger ("Merger Agreement") dated as of August 24, 2025, by and among Verint Systems Inc. ("Verint"), Calabrio, Inc. ("Parent"), and Viking Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into Verint, with Verint surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Verint's common stock, par value $0.001 per share, that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive $20.50 in cash without interest (the "Merger Consideration"). Reflects vested restricted stock units ("RSUs") further described in footnote three below. Each RSU represents a right to receive one share of common stock of Verint and/or cash upon vesting. Pursuant to Mr. Highlander's employment agreement, each RSU became fully vested as of the Effective Time. Pursuant to the Merger Agreement, each vested RSU became entitled to the Merger Consideration as of the Effective Time. Reflects performance stock units ("PSUs") further described in footnote five below. Pursuant to Mr. Highlander's employment agreement, all previously-granted PSUs vested at the target level of performance achievement as of the Effective Time. Pursuant to the Merger Agreement, each earned PSU became entitled to the Merger Consideration as of the Effective Time.
