VRNT insider Form 4 details merger cash payout at $20.50

Rhea-AI Filing Summary

Verint Systems Inc. (VRNT) filed a Form 4 for President Elan Moriah related to the closing of its merger with Calabrio, Inc. Under the merger, Viking Merger Sub, Inc. merged into Verint, and Verint survived as a wholly owned subsidiary of Calabrio.

At the effective time of the merger, each share of Verint common stock that was outstanding was automatically canceled and converted into the right to receive $20.50 in cash per share, without interest. Mr. Moriah’s vested restricted stock units and performance stock units each became fully vested pursuant to his employment agreement and, under the merger agreement, each such earned unit became entitled to receive the same $20.50 cash consideration per underlying share.

Insider Trade Summary

113,025 shares exercised/converted

Mixed 6 txns

Insider MORIAH ELAN

Role President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	113,025	$0.00	--
Disposition	Common Stock	62,760	$0.00	--
Exercise	Common Stock	113,025	$0.00	--
Disposition	Common Stock	113,025	$0.00	--
Grant/Award	Common Stock	138,732	$0.00	--
Disposition	Common Stock	138,732	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

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. Moriah'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. Moriah'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.

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
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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^*

MORIAH ELAN

(Last) (First) (Middle)

225 BROADHOLLOW ROAD

(Street)

MELVILLE NY 11747

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VERINT SYSTEMS INC [ VRNT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2025

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

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

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

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	11/26/2025		D		62,760	D	(1)	0	D
Common Stock(2)	11/26/2025		M		113,025	A	(1)(3)	113,025	D
Common Stock(2)	11/26/2025		D		113,025	D	(1)(3)	0	D
Common Stock(4)	11/26/2025		A		138,732	A	(1)(5)	138,732	D
Common Stock(4)	11/26/2025		D		138,732	D	(1)(5)	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
Restricted Stock Units	(3)	11/26/2025		M			113,025	11/26/2025	(3)	Common Stock	113,025	(1)(3)	0	D

Explanation of Responses:

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").

2. Reflects vested restricted stock units ("RSUs") further described in footnote three below.

3. Each RSU represents a right to receive one share of common stock of Verint and/or cash upon vesting. Pursuant to Mr. Moriah'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.

4. Reflects performance stock units ("PSUs") further described in footnote five below.

5. Pursuant to Mr. Moriah'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.

	/s/ Peter D. Fante, as Attorney-in-Fact for Elan Moriah	11/26/2025
	** 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.

FAQ

What does the VRNT Form 4 filed by Elan Moriah report?

The Form 4 reports equity transactions for Elan Moriah, President of Verint Systems Inc. (VRNT), triggered by the closing of the merger in which Verint became a wholly owned subsidiary of Calabrio, Inc.

What cash consideration did VRNT shareholders receive in the merger?

Each share of Verint common stock outstanding immediately before the effective time of the merger was canceled and converted into the right to receive $20.50 in cash per share, without interest.

How were Elan Moriah’s Verint restricted stock units (RSUs) treated?

Each RSU represented a right to receive one Verint common share and/or cash upon vesting. Under Mr. Moriah’s employment agreement, all RSUs became fully vested as of the merger’s effective time and, under the merger agreement, each vested RSU became entitled to the $20.50 per-share cash consideration.

How were Elan Moriah’s Verint performance stock units (PSUs) treated?

Under Mr. Moriah’s employment agreement, all previously granted PSUs vested at the target level of performance as of the effective time. Under the merger agreement, each earned PSU similarly became entitled to receive the $20.50 cash merger consideration per underlying share.

What structural change occurred to Verint Systems Inc. in this transaction?

Viking Merger Sub, Inc. merged with and into Verint Systems Inc., with Verint surviving the merger as a wholly owned subsidiary of Calabrio, Inc. (Parent) as described in the merger agreement dated August 24, 2025.

Does the VRNT Form 4 indicate a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate if a transaction was made under a Rule 10b5-1(c) plan intended to satisfy affirmative defense conditions, though the excerpt does not state that this box was checked.