8-K filed November 26, 2025, 6:59 PM ET CIK 0001166388

M&A confidence high sentiment neutral materiality 1.00

Calabrio completes acquisition of Verint for $1.24B; Verint stock delisted

VERINT SYSTEMS INC

Verint shareholders received $20.50 per share in cash; aggregate purchase price ~$1.24B.
Common stock halted on NASDAQ Nov 26, 2025; company to file Form 15 to deregister.
0.25% Convertible Notes due 2026 now convertible into $20.50 cash per underlying share.
All nine directors resigned; Calabrio appointees Joshua Geller and Carl Gillert took over board.
Auditor Deloitte & Touche resigned; BDO USA expected to be appointed for FY2026 audit.

item 1.01 item 1.02 item 2.01 item 2.04 item 3.01 item 3.03 item 4.01 item 5.01 item 5.02 item 5.03 item 7.01 item 9.01

Machine-readable event card

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accession: 0001193125-25-299093
form_type: 8-K
ticker: null
cik: 0001166388
company_name: VERINT SYSTEMS INC
filed_at: 2025-11-26T23:59:59+00:00
discovered_at: 2026-05-14T18:02:38.916077+00:00
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Source-grounded claims

9ceb6f76de28ba11f2582047546ae442ef443302

Deloitte & Touche LLP resigned as auditor of VERINT SYSTEMS INC.

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.

SEC 8-K Item 4.01/4.02 confidence 0.9 SEC evidence

f2ced5e67e5dfcd83b583859de713c462c05c191

VERINT SYSTEMS INC engaged BDO USA, P.C. as its auditor.

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.

SEC 8-K Item 4.01/4.02 confidence 0.7 SEC evidence

8c319a5cdfd72cf85221ab4bae2bafb54be65efc

VERINT SYSTEMS INC faced acceleration on convertible notes with Wilmington Trust, National Association at 0.25% maturing April 15, 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.

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

03956e7a16bcfeacb15f1fff773f43c0f69f7f3f

VERINT SYSTEMS INC: Amended and restated bylaws as a result of 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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

fc53ea2d94f2cc4805f1089d42e126147651edf2

VERINT SYSTEMS INC: Amended and restated certificate of incorporation as a result of 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.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

4414f146c98fc1f8ed7d2947b76ae0da5a6c42ff

VERINT SYSTEMS INC underwent a change of control involving Calabrio, Inc. for $20.50 in cash per share of common stock, plus redemption of preferred shares at $1,000 plus accrued dividends (closed 2025-11-26).

(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

SEC 8-K Item 2.01/5.01 confidence 1.0 SEC evidence

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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.

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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.

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same fact type: auditor_change same SEC item: 1.01, 1.02, 2.01, 3.01, 3.03, 4.01, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

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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.

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(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

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(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

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

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Source: SEC EDGAR

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