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Verint Systems Inc. (VRNT) filed a Form 10-Q for the quarter ended July 31, 2025 presenting condensed consolidated interim financial statements and disclosures prepared under U.S. GAAP. The filing describes Verint as a CX Automation provider with ~3,700 employees and highlights a recently signed Merger Agreement (August 24, 2025) to be acquired by Thoma Bravo for approximately $2.0 billion in an all-cash transaction at $20.50 per share, subject to customary closing conditions and stockholder and regulatory approvals. The report discloses business combinations (notably Cogito acquisition for $38.2 million cash plus contingent consideration), convertible preferred stock and Apax ownership of ~13.6% on an as-converted basis, debt details including 2021 Notes with a $62.08 conversion price, an expanded $500 million revolving credit facility, stock repurchases of ~3.028 million shares for $49.5 million in the six months, and effective tax rate variances driven by international taxation and discrete items.

Amendment No. 3 to a Schedule 13D reports that a group led by Valor Buyer LP and affiliated entities beneficially hold 9,477,625 common shares of Verint Systems Inc., representing 13.61% of the class on a fully-converted basis using 60,160,405 shares outstanding plus issuable common shares. The reported holdings reflect common stock issuable on conversion of 200,000 Series A and 200,000 Series B preferred shares held by Valor Buyer LP.

On August 24, 2025, Valor Buyer LP entered a Voting and Support Agreement with Verint and Calabrio (and Merger Sub) committing to vote its preferred shares in favor of a merger in which Merger Sub will merge into Verint. The Voting Agreement also includes transfer restrictions on the preferred shares and terminates in specified circumstances, including if the issuer accepts a superior proposal. No reporting persons effected transactions in Verint common stock in the past 60 days. The Voting Agreement is filed as Exhibit 9.

Verint Systems Inc. agreed to be acquired by Calabrio, Inc. under an Agreement and Plan of Merger dated August 24, 2025. Under the deal, each outstanding share of Verint common stock (other than treasury shares, Parent/Merger Sub-owned shares and shares of holders who perfect appraisal rights) will be converted into the right to receive $20.50 in cash per share.

Each outstanding share of Series A and Series B convertible preferred stock will be redeemed for $1,000 in cash plus any unpaid accrued dividends. Unvested phantom shares, RSUs and PSUs will be converted into cash-based awards tied to the $20.50 Merger Consideration with specified vesting and payment mechanics. Supporting stockholders holding over 14.5% of voting power have signed voting and support agreements in favor of the merger.