Verint Systems Inc. Files 8-K with Multiple Material Events
| Field | Detail |
|---|---|
| Company | Verint Systems Inc |
| Form Type | 8-K |
| Filed Date | Nov 26, 2025 |
| Risk Level | medium |
| Pages | 13 |
| Reading Time | 16 min |
| Key Dollar Amounts | $0.001, $1,000, $20.50, $46, $1.24 billion |
| Sentiment | mixed |
Sentiment: mixed
Topics: material-agreement, acquisition-disposition, certifying-accountant, financial-obligation
TL;DR
Verint 8-K: Major deals in, deals out, possible control change, and accountant switch. Big moves happening.
AI Summary
Verint Systems Inc. filed an 8-K on November 26, 2025, indicating several material events. These include the entry into and termination of material definitive agreements, completion of acquisitions or dispositions of assets, and potential triggering events for financial obligations. The filing also notes changes in the registrant's certifying accountant and potential changes in control.
Why It Matters
This 8-K filing signals significant corporate actions and potential shifts in Verint Systems Inc.'s operational and financial structure, which could impact its business relationships and market position.
Risk Assessment
Risk Level: medium — The filing indicates multiple material definitive agreements being entered into and terminated, alongside potential changes in control and financial obligations, suggesting a period of significant corporate restructuring or strategic shifts.
Key Players & Entities
- VERINT SYSTEMS INC (company) — Filer
- 0001166388 (company) — Central Index Key
- DE (company) — State of Incorporation
- 0131 (company) — Fiscal Year End
- 225 BROADHOLLOW ROAD (company) — Business Address
- MELVILLE (company) — Business City
- NY (company) — Business State
- 11747 (company) — Business Zip
- 6319629600 (company) — Business Phone
FAQ
What specific material definitive agreements were entered into by Verint Systems Inc. on or around November 26, 2025?
The filing indicates the 'Entry into a Material Definitive Agreement' as an item of disclosure, but does not specify the details of the agreement itself.
Which material definitive agreements were terminated by Verint Systems Inc. as of November 26, 2025?
The filing lists 'Termination of a Material Definitive Agreement' as a disclosed item, but does not provide specifics on the agreements terminated.
Did Verint Systems Inc. complete any acquisitions or dispositions of assets on November 26, 2025?
Yes, the filing explicitly states 'Completion of Acquisition or Disposition of Assets' as an item of information.
What is the nature of the triggering events that accelerate or increase a direct financial obligation for Verint Systems Inc. as of November 26, 2025?
The filing notes 'Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement' but does not detail the specific events or obligations.
Has Verint Systems Inc. experienced a change in its certifying accountant as of November 26, 2025?
Yes, the filing includes 'Changes in Registrant's Certifying Accountant' as a disclosed item.
Filing Stats: 3,878 words · 16 min read · ~13 pages · Grade level 12.4 · Accepted 2025-11-26 11:26:05
Key Financial Figures
- $0.001 — nge on which registered Common Stock, $0.001 par value per share VRNT The NASDAQ
- $1,000 — tive Time "), the right to convert each $1,000 principal amount of the Convertible Not
- $20.50 — ncipal amount of Convertible Notes into $20.50 in cash in respect of each share of Com
- $46 — defined in the Indenture) is less than $46.85, no Additional Shares (as defined in
- $1.24 billion — t Report on Form 8-K) was approximately $1.24 billion. The funds used to complete the Merger
Filing Documents
- d24472d8k.htm (8-K) — 62KB
- d24472dex31.htm (EX-3.1) — 9KB
- d24472dex32.htm (EX-3.2) — 80KB
- d24472dex41.htm (EX-4.1) — 18KB
- d24472dex161.htm (EX-16.1) — 3KB
- d24472dex991.htm (EX-99.1) — 113KB
- 0001193125-25-299093.txt ( ) — 462KB
- vrnt-20251126.xsd (EX-101.SCH) — 3KB
- vrnt-20251126_lab.xml (EX-101.LAB) — 18KB
- vrnt-20251126_pre.xml (EX-101.PRE) — 11KB
- d24472d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated August 24, 2025, by and among Verint Systems Inc., Calabrio, Inc. and Viking Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Verint's Current Report on Form 8-K filed August 25, 2025).* 3.1 Amended and Restated Certificate of Incorporation of the Surviving Corporation. 3.2 By-Laws of the Surviving Corporation. 4.1 First Supplemental Indenture, dated as of November 26, 2025, between Verint Systems Inc. and Wilmington Trust, National Association, as trustee. 16.1 Letter of Deloitte & Touche LLP, dated as of November 26, 2025. 99.1 Notice of Fundamental Change Repurchase Right, Conversion Rights and Execution of Supplemental Indenture to Holders of 0.25% Convertible Senior Notes due April 15, 2026 of Verint Systems Inc., dated November 26, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Verint agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 26, 2025 VERINT SYSTEMS INC. By: /s/ Peter Fante Name: Peter Fante Title: Chief Administrative Officer