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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001811965 XXXXXXXX LIVE 3 Common Stock, par value $0.001 08/24/2025 false 0001166388 92343X100 Verint Systems Inc. 225 BROADHOLLOW ROAD MELVILLE NY 11747 Jason Wright (212) 753-6300 Valor Buyer LP, c/o Apax Partners US LLC, 601 Lexington Avenue, 53rd Floor New York NY 10022 Leo M. Greenberg, P.C. (212) 446-4800 Kirkland & Ellis LLP 601 Lexington Avenue New York NY 10022 Joshua N. Korff, P.C. (212) 446-4800 Kirkland & Ellis LLP 601 Lexington Avenue New York NY 10022 Ross M. Leff, P.C. (212) 446-4800 Kirkland & Ellis LLP 601 Lexington Avenue New York NY 10022 Abhishek Kolay, P.C. (212) 446-4800 Kirkland & Ellis LLP 601 Lexington Avenue New York NY 10022 0001811965 N Valor Buyer LP b AF N DE 0 9477625 0 9477625 9477625 N 13.61 PN The reported amounts have been calculated based upon the Common Stock issuable upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25 ("Issuable Common Shares"). The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares. Y Valor Buyer GP LLC b AF N DE 0 9477625 0 9477625 9477625 N 13.61 OO The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25. The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares. Y Valor Topco Limited b OO N Y7 0 9477625 0 9477625 9477625 N 13.61 CO The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25. The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares. Y Apax X GP Co. Limited b OO N Y7 0 9420127 0 9420127 9420127 N 13.53 CO The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25. The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares. Y Apax X GP S.a.r.l. b OO N N4 0 57498 0 57498 57498 N 0.08 CO The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25. The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares. Y Apax Guernsey (Holdco) PCC Limited Apax X Cell b OO N Y7 0 9477625 0 9477625 9477625 N 13.61 OO The reported amounts have been calculated based upon Issuable Common Shares upon conversion of (i) 200,000 Series A Preferred Stock held by Valor Buyer LP, assuming a conversion price of $36.38 and (ii) 200,000 Series B Preferred Stock held by Valor Buyer LP, assuming a conversion price of $50.25. The reported percentage is calculated based on 60,160,405 shares of Common Stock outstanding as of May 15, 2025 (as disclosed in the Form 10-Q filed by the Issuer on June 4, 2025) plus the 9,477,625 Issuable Common Shares. Common Stock, par value $0.001 Verint Systems Inc. 225 BROADHOLLOW ROAD MELVILLE NY 11747 This Amendment No. 3 ("Amendment No. 3") amends and supplements the Schedule 13D filed with the SEC on May 18, 2020, as amended by Amendment No. 1 filed with the SEC on June 12, 2020, and as amended by Amendment No. 2 filed with the SEC on April 9, 2021 (the "Schedule 13D"). Unless otherwise set forth herein, the disclosures set forth in the Schedule 13D remain unchanged. Item 4 of the Schedule 13D is hereby amended and supplemented to add the following at the end thereof: Voting Agreement On August 24, 2025, the Issuer, Calabrio, Inc., a Delaware corporation ("Parent") and Viking Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Issuer (the "Merger"). In connection with the transactions contemplated by the Merger Agreement, on August 24, 2025, Valor Buyer LP, in its capacity as a stockholder of the Issuer, entered into a Voting and Support Agreement (the "Voting Agreement"), with Parent and the Issuer. Under the Voting Agreement, Valor Buyer LP has committed to vote its shares of Preferred Stock in favor of the approval and adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and against (i) any action, proposal, transaction or agreement that, to its knowledge, would reasonably be expected to result in any condition set forth in Article VII of the Merger Agreement not being satisfied and (ii) any competing transaction or any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere or materially and adversely affect the consummation of the Merger and the other transactions contemplated by the Merger Agreement. The Voting Agreement also includes certain restrictions on transfer of the shares of Preferred Stock held by Valor Buyer LP and its controlled affiliates. The Voting Agreement terminates in certain circumstances, including in connection with the Issuer's termination of the Merger Agreement in order to accept a superior proposal, or upon a change in recommendation in the event of an Intervening Event (as defined in the Merger Agreement). The foregoing summary of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, filed herewith as Exhibit 9 and is incorporated by reference herein. Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in rows (11) and (13) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5. Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: The information set forth in rows (7) through (10) of the cover pages of this Schedule 13D is incorporated by reference into this Item 5. None of the Reporting Persons have effected any transactions in the Issuer's Common Stock during the past 60 days. Not applicable. Not applicable. Item 6 is hereby amended and supplemented to incorporate by reference at the end thereof the information set forth in Item 4 of this Amendment No. 3. Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 1 Joint Filing Agreement, dated as of April 9, 2021 incorporated by reference into this Schedule 13D Exhibit 9 Voting and Support Agreement, dated August 24, 2025, by and between Verint Systems Inc., Calabrio, Inc. and Valor Buyer LP Valor Buyer LP /s/ Jason Wright Jason Wright / President 08/25/2025 Valor Buyer GP LLC /s/ Jason Wright Jason Wright / President 08/25/2025 Valor Topco Limited /s/ Mark Babbe Mark Babbe / Director 08/25/2025 Apax X GP Co. Limited /s/ Jeremy Latham - /s/ Mark Despres Jeremy Latham / Director - Mark Despres / Company Secretary 08/25/2025 Apax X GP S.a.r.l. /s/ Geoffrey Limpach - /s/ Pedro Neves Geoffrey Limpach / Class A Manager - Pedro Neves / Class A Manager 08/25/2025 Apax Guernsey (Holdco) PCC Limited Apax X Cell /s/ Jeremy Latham Jeremy Latham / Director 08/25/2025 Valor Buyer LP By: Valor GP LLC Its: General Partner, Apax X GP S.a r.l., in its capacity as Managing General Partner of APAX X EUR SCSp, Apax Guernsey (Holdco) PCC Limited acting in respect of its Apax X Cell Limited