DAN BODNER - 26 Nov 2025 Form 4 Insider Report for VERINT SYSTEMS INC (VRNT)

Role
Chairman & CEO, Director
Signature
/s/ Peter D. Fante, as Attorney-in-Fact for Dan Bodner
Issuer symbol
VRNT
Transactions as of
26 Nov 2025
Net transactions value
$0
Form type
4
Filing time
26 Nov 2025, 11:54:28 UTC
Previous filing
15 Sep 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
BODNER DAN Chairman & CEO, Director 225 BROADHOLLOW ROAD, MELVILLE /s/ Peter D. Fante, as Attorney-in-Fact for Dan Bodner 26 Nov 2025 0001208485

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRNT Common Stock Disposed to Issuer -503,117 -100% 0 26 Nov 2025 Direct F1
transaction VRNT Common Stock Options Exercise +259,658 259,658 26 Nov 2025 Direct F1, F2, F3
transaction VRNT Common Stock Disposed to Issuer -259,658 -100% 0 26 Nov 2025 Direct F1, F2, F3
transaction VRNT Common Stock Award +475,749 475,749 26 Nov 2025 Direct F1, F4, F5
transaction VRNT Common Stock Disposed to Issuer -475,749 -100% 0 26 Nov 2025 Direct F1, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VRNT Restricted Stock Units Options Exercise -259,658 -100% 0 26 Nov 2025 Common Stock 259,658 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

DAN BODNER is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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. Bodner'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. Bodner'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.