VERINT SYSTEMS INC: auditor change — Calabrio completes acquisition of Verint for $1.24B; Verint stock delisted

The independent registered public accounting firm previously engaged by Verint, Deloitte & Touche LLP (“ D&T ”), has resigned because it is no longer independent as a result of the Merger.

Parent’s independent registered public accounting firm, BDO USA, P.C. (“ BDO ”), is expected to be appointed to audit the financial statements of Verint for the fiscal year ending January 31, 2026.

The consummation of the Merger constitutes a Fundamental Change and a Make-Whole Fundamental Change (each as defined in the Indenture) under the Indenture. The effective date of each such Fundamental Change and Make-Whole Fundamental Change is November 26, 2025, which is the Closing Date of the Merger.

Pursuant to the Merger Agreement, at the Effective Time, Verint’s certificate of incorporation and by-laws were amended and restated in their entirety.

Pursuant to the Merger Agreement, at the Effective Time, Verint’s certificate of incorporation and by-laws were amended and restated in their entirety.

(the “ Convertible Notes ”). The First Supplemental Indenture provides that, from and after the effective time of the Merger (the “ Effective Time ”), the right to convert each $1,000 principal amount of the Convertible Notes based on a number of shares of common stock, par value $0.001 per share, of Verint (“ Common Stock ”) equal to the Conversion Rate (as

Termination of Credit Agreement In connection with the consummation of the Merger, on the Closing Date, Verint terminated all outstanding commitments, including commitments to issue letters of credit, under the Credit Agreement dated June 29, 2017, by and among Verint, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended through and including the Fifth Amendment, dated March 25, 2025, the “ Credit Agreement ”).

Termination of Capped Call Transactions On April 6, 2021 and April 8, 2021, in connection with the issuance of the Convertible Notes, Verint entered into capped call transactions (the “ Capped Call Transactions ”) with certain financial institutions (each a “ Capped Call Counterparty ”). In connection with the Merger, Verint entered into a termination agreement with each Capped Call Counterparty pursuant to which the Capped Call Transactions with such Capped Call Counterparty will terminate in exchange for a cash payment from such Capped Call Counterparty.

On the Closing Date, Verint and Wilmington Trust, National Association, as trustee (the “ Trustee ”), entered into the First Supplemental Indenture, dated as of the Closing Date (the “ First Supplemental Indenture ”), to the indenture, dated as of April 9, 2021 (the “ Base Indenture ” and, together with the First Supplemental Indenture, the “ Indenture ”), by and between Verint and the Trustee, relating to Verint’s 0.25% Convertible Senior Notes due April 15, 2026 (the “ Convertible Notes ”).