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VERINT SYSTEMS INC Director's Dealing 2025

Nov 26, 2025

32073_dirs_2025-11-26_66a59dd7-1500-4848-8d75-44ef3e53933c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VERINT SYSTEMS INC (VRNT)
CIK: 0001166388
Period of Report: 2025-11-26

Reporting Person: FANTE PETER (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-11-26 Common Stock D 28439 Disposed 0 Direct
2025-11-26 Common Stock M 104644 Acquired 104644 Direct
2025-11-26 Common Stock D 104644 Disposed 0 Direct
2025-11-26 Common Stock A 129877 Acquired 129877 Direct
2025-11-26 Common Stock D 129877 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-11-26 Restricted Stock Units $ M 104644 Disposed Common Stock (104644) Direct

Footnotes

F1: 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").

F2: Reflects vested restricted stock units ("RSUs") further described in footnote three below.

F3: Each RSU represents a right to receive one share of common stock of Verint and/or cash upon vesting. Pursuant to Mr. Fante'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.

F4: Reflects performance stock units ("PSUs") further described in footnote five below.

F5: Pursuant to Mr. Fante'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.