Verint Systems Inc. Reports Key Executive & Board Changes

TL;DR

Verint's board and exec team just got a shake-up, plus new deals and disclosures filed.

AI Summary

Verint Systems Inc. filed an 8-K on August 25, 2025, reporting on several key events that occurred on August 24, 2025. These include entering into a material definitive agreement, the departure of directors or certain officers, the election of directors, the appointment of certain officers, and the establishment of compensatory arrangements for certain officers. The filing also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This filing indicates significant changes in Verint's leadership and governance structure, which could impact the company's strategic direction and operational execution.

Risk Assessment

Risk Level: medium — Changes in executive officers and directors, along with material definitive agreements, can introduce uncertainty and potential shifts in strategy.

Key Players & Entities

• Verint Systems Inc. (company) — Registrant
• August 24, 2025 (date) — Date of earliest event reported
• August 25, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 11-3200514 (ein) — I.R.S. Employer Identification No.
• 225 Broadhollow Road Melville, New York 11747 (address) — Principal executive offices
• 631) 962-9600 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share VRNT The NASDAQ
• $20.50 — and converted into the right to receive $20.50 in cash without interest (the " Merger
• $1,000 — edeemed for a redemption price equal to $1,000 in cash plus any unpaid accrued and acc
• $50 million — ired to pay Parent a termination fee of $50 million (the " Company Termination Fee ") in ca
• $113 million — pany a termination fee of approximately $113 million (the " Parent Termination Fee ") in cas
• $628,583 — ing target payment amounts: Dan Bodner, $628,583; Elan Moriah, $397,838; Peter Fante, $3
• $397,838 — nts: Dan Bodner, $628,583; Elan Moriah, $397,838; Peter Fante, $371,250; and Grant Highl
• $371,250 — 83; Elan Moriah, $397,838; Peter Fante, $371,250; and Grant Highlander, $371,250. The Re

Filing Documents

• d20307d8k.htm (8-K) — 65KB
• d20307dex21.htm (EX-2.1) — 559KB
• d20307dex101.htm (EX-10.1) — 80KB
• d20307dex102.htm (EX-10.2) — 10KB
• d20307dex991.htm (EX-99.1) — 24KB
• g20307g0825111818117.jpg (GRAPHIC) — 2KB
• g20307g0825190757233.jpg (GRAPHIC) — 3KB
• 0001193125-25-187836.txt ( ) — 1037KB
• vrnt-20250824.xsd (EX-101.SCH) — 3KB
• vrnt-20250824_lab.xml (EX-101.LAB) — 17KB
• vrnt-20250824_pre.xml (EX-101.PRE) — 11KB
• d20307d8k_htm.xml (XML) — 3KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains and the Company's other filings and press releases may contain forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "aim," "potential," "continue," "ongoing," "goal," "can," "seek," "target" or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. These forward-looking statements are based on management's current beliefs, as well as assumptions made by, and information currently available to, the Company, all of which are subject to change. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected and are subject to a number of known and unknown risks and uncertainties, including: (i) the risk that the proposed Merger may not be completed in a timely manner or at all, which may adversely affect the Company's business and the price of the Common Stock; (ii) the failure to satisfy any of the conditions to the consummation of the Merger, including the receipt of certain regulatory approvals; (iii) the failure to obtain the Company Stockholder Approval; (iv) the occurrence of any fact, event, change, development or circumstance that could give rise to the termination of the Merger Agreement, including in circumstances requiring the Company to pay a termination fee; (v) the effect of the announcement or pendency of the proposed Merger on the Company's business relationships, operating results and business generally; (vi) risks that the proposed Mer

View Full Filing

View this 8-K filing on SEC EDGAR