UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

 

 

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Filed by a party other than the Registrant ☐

Check the appropriate box:

 

☒	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☐	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under § 240.14a-12

Verint Systems Inc.

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check all boxes that apply):

 

☐	No fee required

 

☐	Fee paid previously with preliminary materials

 

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION—

DATED SEPTEMBER 29, 2025

 

 

Verint Systems Inc.

225 Broadhollow Road

Melville, New York 11747

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

[    ], 2025

Dear Verint Stockholder:

You are cordially invited to attend a special meeting of the stockholders of Verint Systems Inc., a Delaware corporation (“Verint,” the “Company,” “we,” “us” or “our”), to be held virtually on [    ], 2025 at [    ], Eastern Time (including any adjournments or postponements thereof, the “Special Meeting”). Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/VRNT2025SM and using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting.

We have entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of August 24, 2025, by and among Verint, Calabrio, Inc., a Delaware corporation (“Parent”), and Viking Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Verint, with Verint surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are each affiliated with Thoma Bravo, L.P. (“Thoma Bravo”). Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement (the “Merger Proposal”). Verint has outstanding (i) shares of common stock, par value of $0.001 per share (“Common Stock”), with each holder of Common Stock entitled to one vote per share, and (ii) Series A convertible preferred stock, par value $0.001 per share (“Series A Preferred Stock”), and Series B convertible preferred stock, par value $0.001 per share (“Series B Preferred Stock” and, together with Series A Preferred Stock, “Preferred Stock”), with each holder of Preferred Stock entitled to vote together with the Common Stock on an as-converted basis on all matters submitted to the vote of holders of Common Stock. Each share of Series A Preferred Stock owned at the close of business on the Record Date (as defined below) is entitled to approximately 28 votes and each share of Series B Preferred Stock owned at the close of business on the Record Date is entitled to approximately 20 votes. As of the Record Date, all shares of Preferred Stock were owned by affiliates of Apax Partners. The affirmative vote of the holders of a majority of the voting power of the outstanding Common Stock and Preferred Stock, voting together as a single class, as of the close of business on [    ], 2025 (the “Record Date”) is required to approve the Merger Proposal.

At the Special Meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, specified compensation that may be paid or become payable to Verint’s named executive officers in connection with the Merger (the “Compensation Proposal”). Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the Common Stock and Preferred Stock, voting together as a single class, present virtually or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal.

Additionally, at the Special Meeting, you will be asked to consider and vote on a proposal to approve the adjournment or postponement of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes virtually or by proxy to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”). Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the Common Stock and Preferred Stock, voting together as a single class, present virtually or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal.

If the Merger is consummated, you will be entitled to receive $20.50 in cash, without interest, for each share of Common Stock that you own (unless you have properly exercised appraisal rights, including by not voting in favor of the Merger Proposal). In connection with the consummation of the Merger, each share of Preferred Stock will be automatically redeemed for a redemption price equal to $1,000 in cash plus any unpaid accrued and accumulated dividends on such share (whether or not declared) up to, but excluding, the closing date of the Merger. The merger consideration per share of Common Stock represents a premium of approximately 18% over the 10-day volume weighted average share price of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) up to June 25, 2025 (the unaffected date). On [    ], 2025, the last practicable day before the printing of this proxy statement, the closing price of the Common Stock on NASDAQ was $[   ] per share.

The Board of Directors of Verint (the “Board”), after considering the factors more fully described in the enclosed proxy statement, has unanimously (i) declared the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, to be advisable, (ii) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and authorized the execution and delivery of the Merger Agreement and the performance of our obligations under the Merger Agreement, and (iii) resolved to recommend to our stockholders that they vote for the adoption of the Merger Agreement and that such proposal be submitted for approval of our stockholders at the Special Meeting. The Board unanimously recommends that stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the proxy statement, and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain more information about Verint from documents we file with the U.S. Securities and Exchange Commission from time to time.

Whether or not you plan to attend the Special Meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage prepaid envelope or grant your proxy electronically over the Internet or by telephone. Only your last-dated proxy will be counted, and any proxy may be revoked prior to its exercise at the Special Meeting. If you attend and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of a majority of the voting power of the outstanding Common Stock and Preferred Stock, voting together as a single class, as of the Record Date.

If you have questions or need assistance voting your shares, please contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 825-8621 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

We encourage you to join us in voting to approve the Merger that our management team and the Board view as highly beneficial to our stockholders.

Sincerely,

Dan Bodner

Chairman and Chief Executive Officer

The Merger has not been approved or disapproved by the U.S. Securities and Exchange Commission or any state securities commission. Neither the U.S. Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the Merger or upon the adequacy, accuracy or completeness of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY.

The accompanying proxy statement is dated [    ], 2025 and, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about [    ], 2025.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION—

DATED SEPTEMBER 29, 2025

 

 

Verint Systems Inc.

225 Broadhollow Road

Melville, New York 11747

 

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA LIVE WEBCAST ON [    ], 2025

 

 

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Verint Systems Inc., a Delaware corporation (“Verint,” the “Company,” “we,” “us” or “our”), will be held virtually via live webcast at www.virtualshareholdermeeting.com/VRNT2025SM on [    ], 2025 at [    ], Eastern Time (including any adjournments or postponements thereof, the “Special Meeting”). The Special Meeting is being held for the following purposes:

 

1.

to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of August 24, 2025, by and among Verint, Calabrio, Inc., a Delaware corporation (“Parent”), and Viking Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Verint, with Verint surviving the merger as a wholly owned subsidiary of Parent (the “Merger”);

 

2.

to consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Verint’s named executive officers in connection with the Merger; and

 

3.

to consider and vote on a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes virtually or by proxy to approve the proposal to adopt the Merger Agreement at the time of the Special Meeting.

Only stockholders of record as of the close of business on [    ], 2025 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof.

The Board unanimously recommends that you vote:

 

1.

“FOR” the proposal to adopt the Merger Agreement (the “Merger Proposal”);

 

2.

“FOR” the proposal to approve, on a non-binding, advisory basis, a resolution on specified compensation that may be paid or become payable to Verint’s named executive officers in connection with the Merger; and

 

3.

“FOR” the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting.

Your vote is very important, regardless of the number of shares that you own. Whether or not you plan to attend the Special Meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy

card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal.

Under Delaware law, stockholders and beneficial owners who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their issued and outstanding shares as determined by the Delaware Court of Chancery if the Merger is consummated, but only if they submit a written demand for such an appraisal to Verint before the vote on the Merger Proposal and comply with the other Delaware law procedures explained in the accompanying proxy statement.

 

YOUR VOTE IS VERY IMPORTANT!

Whether or not you plan to attend the Special Meeting, please submit your proxy as soon as possible, by Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail in the prepaid reply envelope. You may revoke your proxy or change your vote before it is voted at the Special Meeting.

If your shares are held in the name of a bank, broker or other nominee, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the Merger Proposal, without your instructions.

If your shares are registered directly in your name, voting electronically at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee and do not have a 16-digit control number, you must obtain a “legal proxy” in order to vote virtually or by proxy at the Special Meeting.

If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or vote by virtual ballot at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its annexes, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or require assistance in submitting your proxy or voting your shares, please contact our proxy solicitor by using the contact information provided below:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 825-8621 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

TABLE OF CONTENTS

 

		Page
PROXY STATEMENT			1
SUMMARY			2
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER			19
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			30
THE PARTIES			32
THE SPECIAL MEETING			33
DATE, TIME AND PLACE OF THE SPECIAL MEETING			33
PURPOSE OF THE SPECIAL MEETING			33
RECORD DATE; SHARES ENTITLED TO VOTE; QUORUM			33
VOTE REQUIRED; ABSTENTIONS AND BROKER NON-VOTES			34
SHARES HELD BY DIRECTORS AND EXECUTIVE OFFICERS			34
VOTING; PROXIES			35
REVOCABILITY OF PROXIES			36
ABSTENTIONS			37
ADJOURNMENTS AND POSTPONEMENTS			37
BOARD RECOMMENDATION			37
SOLICITATION OF PROXIES			37
ANTICIPATED DATE OF CONSUMMATION OF THE MERGER			38
APPRAISAL RIGHTS			38
HOUSEHOLDING OF SPECIAL MEETING MATERIALS			39
QUESTIONS AND ADDITIONAL INFORMATION			39
THE MERGER			40
CERTAIN EFFECTS OF THE MERGER ON VERINT			40
EFFECT ON VERINT IF THE MERGER IS NOT CONSUMMATED			40
MERGER CONSIDERATION; PREFERRED STOCK REDEMPTION AMOUNT			40
BACKGROUND OF THE MERGER			41
RECOMMENDATION OF THE VERINT BOARD OF DIRECTORS AND REASONS FOR THE MERGER			54
OPINION OF JEFFERIES LLC			60
CERTAIN UNAUDITED PROSPECTIVE FINANCIAL INFORMATION			66
CAUTIONARY NOTE ABOUT THE VERINT FORECASTS			69
INTERESTS OF THE DIRECTORS AND EXECUTIVE OFFICERS OF VERINT IN THE MERGER			71
FINANCING OF THE MERGER			78
CLOSING AND EFFECTIVE TIME OF THE MERGER			78
APPRAISAL RIGHTS			78
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER AND REDEMPTION TO HOLDERS OF VERINT COMMON STOCK AND PREFERRED STOCK			85
REGULATORY APPROVALS REQUIRED FOR THE MERGER			88
DELISTING AND DEREGISTRATION OF COMMON STOCK			89
THE MERGER AGREEMENT			90
EXPLANATORY NOTE REGARDING THE MERGER AGREEMENT			90
EFFECT OF THE MERGER			90
CLOSING AND EFFECTIVE TIME			90
DIRECTORS AND OFFICERS; CERTIFICATE OF INCORPORATION; BYLAWS			91
MERGER CONSIDERATION; PREFERRED STOCK REDEMPTION AMOUNT			91
TREATMENT OF EQUITY AWARDS			92
EXCHANGE AND PAYMENT PROCEDURES			94
REPRESENTATIONS AND WARRANTIES			94

 

-i-

TABLE OF CONTENTS

(continued)

 

		Page
CONDUCT OF BUSINESS PENDING THE MERGER			98
SOLICITATION OF OTHER OFFERS			102
RECOMMENDATION CHANGE			104
EMPLOYEE MATTERS			106
CONDITIONS TO THE CLOSING OF THE MERGER			109
INDEMNIFICATION AND INSURANCE			110
OTHER COVENANTS			111
TERMINATION OF THE MERGER AGREEMENT			113
COMPANY TERMINATION FEE; PARENT TERMINATION FEE			115
SPECIFIC PERFORMANCE			116
FEES AND EXPENSES			116
AMENDMENT AND WAIVER			116
GOVERNING LAW			116
THE SUPPORT AGREEMENTS			117
PROPOSAL NO. 1: APPROVAL OF THE MERGER PROPOSAL			118
THE MERGER PROPOSAL			118
VOTE REQUIRED			118
BOARD RECOMMENDATION			118
PROPOSAL NO. 2: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION			119
THE COMPENSATION PROPOSAL			119
VOTE REQUIRED			119
BOARD RECOMMENDATION			119
PROPOSAL NO. 3: ADJOURNMENT OF THE SPECIAL MEETING			120
THE ADJOURNMENT PROPOSAL			120
VOTE REQUIRED			120
BOARD RECOMMENDATION			120
MARKET PRICES AND DIVIDEND DATA			121
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			122
FUTURE STOCKHOLDER PROPOSALS			124
WHERE YOU CAN FIND MORE INFORMATION			127
MISCELLANEOUS			128

ANNEXES

 

Annex A – Agreement and Plan of Merger, dated August  24, 2025, by and among Verint Systems Inc., Calabrio, Inc. and Viking Merger Sub, Inc.			A-1
Annex B – Form of Support Agreement			B-1
Annex C – Opinion of Jefferies LLC			C-1

 

-ii-

PROXY STATEMENT

This proxy statement contains information relating to a special meeting of stockholders (the “Special Meeting”) of Verint Systems Inc. The Special Meeting will be held virtually on [    ], 2025 at [    ], Eastern Time. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/VRNT2025SM and using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” means virtually present at the Special Meeting. We are furnishing this proxy statement to stockholders as part of the solicitation of proxies by the board of directors of Verint Systems Inc. (the “Board”) for use at the Special Meeting and at any adjournments or postponements thereof. This proxy statement is dated [    ], 2025 and is first being mailed to our stockholders on or about [    ], 2025.

Except as otherwise specifically noted in this proxy statement or as the context otherwise requires, “Verint,” “we,” “our,” “us,” the “Company” and similar words in this proxy statement refer to Verint Systems Inc. Throughout this proxy statement, we refer to Calabrio, Inc. as “Parent” and Viking Merger Sub, Inc. as “Merger Sub.” In addition, throughout this proxy statement, we refer to: (i) the Agreement and Plan of Merger, dated as of August 24, 2025, as it may be amended from time to time, by and among Parent, Merger Sub and Verint as the “Merger Agreement”; (ii) the merger of Merger Sub with and into Verint, with Verint surviving as a wholly owned subsidiary of Parent as the “Merger”; (iii) each share of (a) common stock, par value $0.001 per share, of Verint as “Common Stock,” (b) Series A convertible preferred stock, par value $0.001 per share, of Verint as “Series A Preferred Stock,” (c) Series B convertible preferred stock, par value $0.001 per share, of Verint as “Series B Preferred Stock,” (d) Series A Preferred Stock and Series B Preferred Stock collectively as “Preferred Stock”; and (iv) the holders of shares of Common Stock and/or Preferred Stock as the “stockholders.” Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.

 

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting and the Merger. These questions and answers may not address all the questions that may be important to you as a stockholder. Accordingly, you should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

 

Q:	Why am I receiving this proxy statement?

 

A:

On August 24, 2025, Verint entered into the Merger Agreement providing for the Merger of Merger Sub, a wholly owned subsidiary of Parent, with and into Verint, with Verint surviving the Merger as a wholly owned subsidiary of Parent. The Board is furnishing this proxy statement and form of proxy card to the stockholders of Verint in connection with the solicitation of proxies to be voted at the Special Meeting.

 

Q:	What is the proposed transaction?

 

A:

The proposed transaction is the acquisition of Verint by Parent pursuant to the Merger Agreement. If the Merger Proposal is approved by the affirmative vote of the holders of majority of the voting power of the outstanding Common Stock and Preferred Stock, voting together as a single class, as of the close of business on the Record Date of [    ], 2025 and the other closing conditions set forth in the Merger Agreement have been satisfied or, to the extent permitted by applicable law, waived, Merger Sub will be merged with and into Verint, with Verint surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, the Common Stock will no longer be publicly traded. Following the Effective Time of the Merger, we will cooperate with Parent to delist the Common Stock from NASDAQ and deregister the Common Stock under the Exchange Act. Following such delisting and deregistration, Verint will no longer file periodic reports with the SEC.

 

Q:	What will holders of shares of Common Stock receive if the Merger is consummated?

 

A:

Upon consummation of the Merger, you will be entitled to receive the Merger Consideration of $20.50 in cash, without interest and less any applicable withholding taxes, for each share of Common Stock that you own as of the Effective Time, unless you have properly exercised and not failed to perfect, waived, withdrawn or otherwise lost your right to appraisal in accordance with Section 262 of the DGCL. For example, if you own 100 shares of Common Stock as of the Effective Time, you will receive $2,050 in cash in exchange for your shares (less any applicable withholding taxes). You will not be entitled to receive shares in the Surviving Corporation or in Parent as a result of the Merger.

 

Q:	What will holders of shares of Preferred Stock receive if the Merger is consummated?

 

A:	Upon consummation of the Merger, each share of Preferred Stock will be automatically redeemed for a redemption price equal to $1,000 in cash plus any unpaid accrued and accumulated dividends on such share (whether or not declared) up to, but excluding, the Closing Date.

 

Q:	How does the Merger Consideration compare to the market price of the Common Stock as of a recent trading date?

 

A:

The Merger Consideration represents a premium of approximately 18% over the 10-day volume weighted average share price of the Common Stock on NASDAQ up to June 25, 2025 (the unaffected date). On [    ], 2025, the last practicable day before the printing of this proxy statement, the closing price of Common Stock on NASDAQ was $[    ] per share.

 

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Q:	When and where is the Special Meeting?

 

A:

The Special Meeting will take place virtually on [    ], 2025, at [    ], Eastern Time. There will not be a physical meeting location. Stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/VRNT2025SM and by using the 16-digit control number included in their proxy materials. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting.

 

Q:	Who is entitled to vote at the Special Meeting?

 

A:

Only stockholders of record of shares of Common Stock and Preferred Stock as of the close of business on the Record Date of [    ], 2025 will be entitled to notice of, and to vote at, the Special Meeting. As of the Record Date, there were (1) [    ] shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting and (2) 200,000 shares of Series A Preferred Stock and 200,000 shares of Series B Preferred Stock issued and outstanding and entitled to vote at the Special Meeting. Each share of Series A Preferred Stock owned at the close of business on the Record Date is entitled to approximately 28 votes and each share of Series B Preferred Stock owned at the close of business on the Record Date is entitled to approximately 20 votes. Accordingly, as of the Record Date, shares of Common Stock and Preferred Stock representing approximately [    ] votes were issued and outstanding.

 

Q:	What are stockholders being asked to vote on at the Special Meeting?

 

A:	You are being asked to consider and vote on the following proposals:

 

•

the Merger Proposal, in which stockholders will be asked to approve the Merger Agreement;

 

•

a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Verint’s named executive officers in connection with the Merger (the “Compensation Proposal”); and

 

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a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes virtually or by proxy to adopt the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

Pursuant to Verint’s amended and restated bylaws (the “Bylaws”), the only business that will be transacted at the Special Meeting are the Merger Proposal, the Compensation Proposal and the Adjournment Proposal, as stated in the accompanying notice of the Special Meeting.

 

Q:	Have any stockholders agreed to vote for the Merger Proposal?

 

A:

On August 24, 2025, Supporting Stockholders who beneficially owned, collectively, approximately 14.5% (without giving effect to any vesting of RSUs as described under “The Merger Agreement—Treatment of Equity Awards”) of the total voting power of Verint as of the Record Date entered into Support Agreements with Parent and Verint pursuant to which each of the Supporting Stockholders agreed, among other things, to vote all of their shares in favor of the Merger Proposal, subject to the terms and conditions contained in the Support Agreements. Our directors and executive officers have informed us that they currently intend to vote all of their shares “FOR” the Merger Proposal.

 

Q:	What vote is required to approve the proposal to adopt the Merger Agreement?

 

A:

The affirmative vote of the holders of a majority of the voting power of the outstanding Common Stock and Preferred Stock, voting together as a single class, as of the close of business on the Record Date is required to approve the Merger Proposal. As a result, the failure to grant a proxy to vote your shares by submitting a signed proxy card, to grant a proxy electronically over the Internet or by telephone or to vote virtually at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal. An abstention from voting for the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal.

 

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Q:	What factors did the Board consider in deciding to enter into the Merger Agreement and recommending the adoption of the Merger Agreement by Verint stockholders?

 

A:

In reaching its decision to unanimously adopt, approve and declare advisable the Merger Agreement and the transactions contemplated thereby, and to recommend that stockholders approve the Merger Proposal, the Board consulted with Verint’s senior management, as well as its legal and financial advisors and considered the terms of the proposed Merger Agreement and the transactions contemplated thereby, as well as other alternatives. For a more detailed description of these factors, see “The Merger—Recommendation of the Verint Board of Directors and Reasons for the Merger” beginning on page 54 of this proxy statement.

 

Q:	What is a quorum and how many shares are needed to constitute a quorum? How can the meeting be adjourned if a quorum is not present?

 

A:

A quorum of stockholders is the presence of stockholders holding the minimum number of shares necessary to transact business at the Special Meeting. The holders of a majority of the issued and outstanding shares of our Common Stock and shares of Common Stock into which the Preferred Stock is convertible, taken together, as of the Record Date, either present virtually or represented by proxy, will constitute a quorum at the Special Meeting.

If a quorum is not present, then under the Bylaws, either (i) the stockholders representing a majority of the voting power present at the Special Meeting or (ii) the Chairman of the Special Meeting, may adjourn the meeting, and the meeting may be held as adjourned without further notice other than an announcement at the meeting at which the adjournment or postponement is taken of the hour, date and place, if any, to which the meeting is adjourned and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting.

 

Q:	What vote is required to approve the Compensation Proposal?

 

A:

Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the Common Stock and Preferred Stock, voting together as a single class, present virtually or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal. An abstention from voting for the Compensation Proposal will have the same effect as a vote “AGAINST” the Compensation Proposal.

 

Q:	Why are stockholders being asked to approve, on a non-binding, advisory basis, the Compensation Proposal?

 

A:	The Exchange Act, and applicable SEC rules thereunder, require Verint to seek non-binding approval of certain payments that may be or could become payable to its named executive officers in connection with the Merger.

 

Q:	What will happen if the Compensation Proposal is not approved at the Special Meeting?

 

A:

Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on Verint. Accordingly, if the Merger Proposal is approved and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of the non-binding, advisory vote of stockholders.

 

Q:	What vote is required to approve the Adjournment Proposal?

 

A:

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the Common Stock and Preferred Stock, voting together as a single class, present virtually or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal. An abstention from voting for the Adjournment Proposal will have the same effect as a vote “AGAINST” the Adjournment Proposal.

 

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Q:	How does the Board recommend that I vote?

 

A:

The Board, after considering the various factors described under “The Merger—Recommendation of the Verint Board of Directors and Reasons for the Merger” beginning on page 54 of this proxy statement, unanimously (i) declared the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, to be advisable, (ii) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and authorized the execution and delivery of the Merger Agreement and the performance of our obligations under the Merger Agreement, and (iii) resolved to recommend to our stockholders that they vote for the adoption of the Merger Agreement and that such proposal be submitted for approval of our stockholders at the Special Meeting.

The Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

 

Q:	What do I need to do now?

 

A:

We encourage you to read this proxy statement, the annexes to this proxy statement, including the Merger Agreement, and the documents we incorporate by reference and refer to in this proxy statement carefully and consider how the Merger affects you, and then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically on the Internet or by telephone, so that your shares can be voted at the Special Meeting. If you hold your shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your shares.

 

Q:	How do I vote?

 

A:	If you are a stockholder of record (that is, if your shares are registered in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. (the “Transfer Agent”)), there are three ways to cause your shares to be voted at the Special Meeting:

 

•

Submit a Proxy by Internet: You can submit a proxy in advance of the Special Meeting over the Internet by visiting www.proxyvote.com;

 

•

Submit a Proxy by Telephone: You can submit a proxy in advance of the Special Meeting by calling 1-800-690-6903 toll-free (within the U.S. or Canada) and granting your proxy; or

 

•

Mailing a Proxy Card: You can submit a proxy in advance of the Special Meeting by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope.

If you are a stockholder of record, you may attend the Special Meeting virtually and vote via the Special Meeting website, www.virtualshareholdermeeting.com/VRNT2025SM. Please have your 16-digit control number to join the Special Meeting. Instructions on how to attend and participate in the Special Meeting via the Internet are posted at www.proxyvote.com.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

A control number, located on your proxy card, is designed to verify your identity and allow you to grant a proxy to vote your shares, and to confirm that your voting instructions have been properly recorded when granting a proxy electronically over the Internet or by telephone. Please be aware that, although there is no charge for granting a proxy to vote your shares, if you grant a proxy electronically over the Internet or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible. Even if you plan to attend the Special Meeting virtually, we encourage you to submit a proxy in advance by Internet, telephone or mail so that your vote will be counted in the event you later decide not to attend the Special Meeting virtually.

If your shares are held in “street name” through a bank, broker or other nominee, you should follow the directions provided by your bank, broker or other nominee regarding how to instruct your bank, broker or

 

22

other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting “AGAINST” the Merger Proposal.

 

Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

A:	If your shares are registered directly in your name with the Transfer Agent you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this proxy statement and your proxy card have been sent directly to you by or on behalf of Verint.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of such shares and are considered to hold them in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting and may vote via the Special Meeting website using the 16-digit control number included in your proxy materials. If you did not receive a 16-digit control number, you should follow the instructions from your bank, broker or other nominee, including any requirement to obtain a legal proxy.

 

Q:	Will my shares held in “street name” or another form of record ownership be combined for voting purposes with shares I hold as the stockholder of record?

 

A:

No. Because any shares you may hold in “street name” will be deemed to be held of record by a different stockholder than any shares you hold directly as the stockholder of record, any shares held in “street name” will not be combined for voting purposes with the shares you hold as the stockholder of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

 

Q:	If I hold my shares in “street name,” will my bank, broker or other nominee vote my shares for me on the proposals to be considered at the Special Meeting?

 

A:

Not without your direction. Your bank, broker or other nominee will only be permitted to vote your shares on any “non-routine” proposal if you instruct your bank, broker or other nominee on how to vote. Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your bank, broker or other nominee on how to vote your shares with respect to such matters. Each of the proposals in this proxy statement are non-routine matters, and banks, brokers and other nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your bank, broker or other nominee on how you wish to vote your shares.

You should follow the procedures provided by your bank, broker or other nominee to instruct them, as applicable, to vote your shares. Without such instructions, your shares will not be voted at the Special Meeting. A failure to vote will have the same effect as if you voted “AGAINST” the Merger Proposal.

 

Q:	What happens if I do not vote?

 

A:

The required vote to approve the Merger Proposal is based on the total number of issued and outstanding shares of our Common Stock and shares of Common Stock into which the Preferred Stock is convertible, taken together, as of the Record Date, not just the shares that are voted at the Special Meeting. If you do not vote virtually or by proxy, it will have the same effect as a vote “AGAINST” the Merger Proposal.

 

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Q:	May I change my vote after I have mailed my signed proxy card or otherwise submitted my vote by proxy?

 

A:	Yes. If you are a stockholder of record, you may change your vote or revoke your proxy by:

 

•

delivering a written notice of revocation of your proxy to Verint Systems Inc., 225 Broadhollow Road, Melville, New York 11747, Attn: Corporate Secretary, prior to the Special Meeting;

 

•

signing a new proxy card with a date later than the date of the previously submitted proxy card relating to the same shares and returning it to us by mail prior to the Special Meeting;

 

•

submitting a new proxy by telephone prior to 11:59 p.m., Eastern Time on [    ], 2025, the day preceding the Special Meeting;

 

•

submitting a new proxy by Internet prior to 11:59 p.m., Eastern Time on [    ], 2025, the day preceding the Special Meeting; or

 

•

attending the Special Meeting and voting thereat (simply attending the Special Meeting will not cause your proxy to be revoked).

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Verint or by sending a written notice of revocation to Verint, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Verint before the Special Meeting.

Please note that if you hold your shares in “street name,” and you have instructed a bank, broker or other nominee to vote your shares, the above-described options for revoking your voting instructions do not apply, and instead you should contact your bank, broker or other nominee for instructions regarding how to change or revoke your vote.

 

Q:	What is a proxy?

 

A:

A “proxy” is your legal designation of another person to vote your shares. This written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares is called a “proxy card.” The Board has designated Dan Bodner, our Chief Executive Officer, Grant Highlander, our Chief Financial Officer, and Peter Fante, our Chief Administrative Officer, as proxies for the Special Meeting.

 

Q:	If a stockholder gives a proxy, how are the shares voted?

 

A:	Regardless of the method you choose to grant a proxy to vote your shares, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate.

When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted “FOR” or “AGAINST” or to abstain from voting on the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

 

Q:	May I attend the Special Meeting and vote in person?

 

A:	All stockholders as of the Record Date may attend and vote at the virtual Special Meeting by visiting www.virtualshareholdermeeting.com/VRNT2025SM and by using the 16-digit control number included in their proxy materials. You will not be able to attend the Special Meeting physically in person.

 

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•

Stockholders of record: If you are a stockholder of record, in order to participate in the Special Meeting, you will need your 16-digit control number included on the proxy notice, proxy card or the voting instruction form previously distributed to you. If you are a stockholder of record, you may vote electronically during the Special Meeting by following the instructions available at www.virtualshareholdermeeting.com/VRNT2025SM.

 

•

Stockholders holding shares in “street” name: If your shares are held in “street name” through a brokerage firm, bank, trust or other similar organization and you do not have a 16-digit control number, in order to participate in the Special Meeting, you must first obtain a legal proxy from your bank, broker or other nominee reflecting the number of shares you held as of the Record Date, your name and email address. If you hold your shares in “street name,” you must obtain the appropriate documents from your bank, broker or other nominee giving you the right to vote the shares at the Special Meeting.

Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/VRNT2025SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We will offer live technical support for all stockholders attending the meeting. Technical support phone numbers will be available on the virtual-only meeting platform at www.virtualshareholdermeeting.com/VRNT2025SM.

Even if you plan to attend the Special Meeting, we encourage you to complete, sign, date and return the enclosed proxy or grant a proxy electronically over the Internet or via telephone to ensure that your shares will be represented at the Special Meeting. If you hold your shares in “street name,” because you are not the stockholder of record, we encourage you to provide voting instructions to your bank, broker or other nominee.

 

Q:	What happens if I sell or otherwise transfer my shares before consummation of the Merger?

 

A:	If you sell or transfer your shares before consummation of the Merger, you will have transferred your right to receive the Merger Consideration in the Merger. In order to receive the Merger Consideration, you must hold your shares through consummation of the Merger.

The Record Date for stockholders entitled to vote at the Special Meeting is earlier than the date the Merger is anticipated to be consummated. Accordingly, if you sell or transfer your shares after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Verint in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is consummated, to the person to whom you sell or transfer your shares, but you will have retained your right to vote these shares at the Special Meeting. Even if you sell or otherwise transfer your shares after the Record Date, we encourage you to complete, date, sign and return the enclosed proxy card or grant a proxy via the Internet or telephone.

 

Q:	How will I receive the Merger Consideration to which I am entitled?

 

A:

If you hold your shares in book-entry form but not through the Depository Trust Company, you will receive instructions regarding delivery of an “agent’s message” with respect to such book-entry shares. If your shares are held in “street name” by your bank, broker or other nominee, you may receive instructions from your bank, broker or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” shares in exchange for the Merger Consideration.

 

Q:	When do you expect the Merger to be consummated?

 

A:	Consummation of the Merger is subject to various closing conditions, including, among others, adoption of the Merger Agreement by Verint’s stockholders, the expiration or termination of the applicable waiting

 

25

period (or extension thereof) under the HSR Act, the receipt of all consents required under any other antitrust law or FDI law, and certain other conditions. The expiration or termination of the applicable waiting period under the HSR Act will occur at 11:59 p.m., Eastern Time, on October 22, 2025, unless extended or earlier terminated.

We currently anticipate that the Merger will be consummated before the end of Verint’s current fiscal year (ending January 31, 2026), assuming satisfaction or waiver of all of the conditions to the Merger. However, it is possible, including as a result of factors outside the control of Verint and Parent, that the Merger will be consummated at a later time or not at all.

 

Q:	What effects will the Merger have on Verint?

 

A:

The Common Stock is currently registered under the Exchange Act and is listed on NASDAQ under the symbol “VRNT.” As a result of the Merger, Verint will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent. As soon as reasonably practicable following the consummation of the Merger, the Common Stock will cease trading on and be delisted from NASDAQ and will be deregistered under the Exchange Act, and Verint will no longer be required to file periodic reports with the SEC.

 

Q:	What happens if the Merger is not consummated?

 

A:

If the Merger Agreement is not adopted by stockholders as of the Record Date or if the Merger is not consummated for any other reason, stockholders will not receive any payment for their shares pursuant to the Merger Agreement. Instead, we will remain a public company, the Common Stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and we will continue to file periodic reports with the SEC. Furthermore, if the Merger is not consummated, depending on the circumstances that caused the Merger not to be consummated, the price of shares of Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of shares of Common Stock would return to the price at which the shares trade as of the date of this proxy statement.

Under specified circumstances, we may be required to pay Parent a termination fee of $50,000,000 upon the termination of the Merger Agreement as described under “The Merger Agreement—Company Termination Fee; Parent Termination Fee—Company Termination Fee” beginning on page 115 of this proxy statement.

 

Q:	Do any directors or executive officers have interests in the Merger that may differ from those of stockholders generally?

 

A:

In considering the recommendation of the Board with respect to the Merger Proposal, you should be aware that our directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a stockholder. The Board was aware of these potential interests and considered them, among other matters, in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by stockholders. For a description of the potential interests of our directors and executive officers in the Merger, see “The Merger—Interests of the Directors and Executive Officers of Verint in the Merger” beginning on page 71 of this proxy statement.

 

Q:	Who will count the votes obtained at the Special Meeting?

 

A:	The votes will be counted by the independent inspector of election appointed for the Special Meeting.

 

Q:	Who will solicit votes for and bear the cost and expenses of this proxy solicitation?

 

A:	We will bear the cost of the solicitation of proxies. We have retained Innisfree M&A Incorporated (“Innisfree”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of

 

26

approximately $45,000 plus expenses. We will also indemnify Innisfree against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, over the Internet or other means of communication. No additional compensation will be paid for such services.

 

Q:	Where can I find the voting results of the Special Meeting?

 

A:

We intend to publish final voting results in a Current Report on Form 8-K that we will file with the SEC within four business days of the Special Meeting. All reports that we file with the SEC are publicly available when filed. See “Where You Can Find More Information” beginning on page 127 of this proxy statement.

 

Q:	What are the material U.S. federal income tax consequences to stockholders of the exchange of shares for cash pursuant to the Merger?

 

A:

The Merger in which cash will be received for shares of Common Stock and redemption in which cash will be received for shares of Preferred Stock will each be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received by such U.S. Holder pursuant to the Merger and in the redemption and such U.S. Holder’s adjusted tax basis in the shares of Common Stock surrendered in the Merger and in the shares of Preferred Stock redeemed. A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to the exchange of the shares of Common Stock in the Merger and the redemption of shares of Preferred Stock for cash unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding. You are urged to consult your tax advisors to determine the U.S. federal income tax consequences relating to the Merger and redemption in light of your own particular circumstances and any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction or other tax laws. A more complete description of the material U.S. federal income tax consequences of the Merger and redemption is provided under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger and Redemption to Holders of Verint Common Stock and Preferred Stock” beginning on page 85 of this proxy statement.

 

Q:	What will the holders of Verint equity awards receive in the Merger?

 

A:

At the Effective Time, each outstanding Vested Company Phantom Share will be cancelled and extinguished at the Effective Time and, in exchange therefor, each holder of any such Vested Company Phantom Share will have the right to receive solely an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the aggregate number of shares of Common Stock that underly such Vested Company Phantom Share as of immediately prior to the Effective Time.

At the Effective Time, each outstanding Unvested Company Phantom Share will be converted into a cash-based award that includes a right to receive solely an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the aggregate number of shares of Common Stock that underly such Unvested Company Phantom Share as of immediately prior to the Effective Time, which Cash Replacement Phantom Share Amounts will, subject to the holder’s continued service with Parent or its subsidiaries through the applicable vesting dates, vest and be payable at the same time as the Unvested Company Phantom Shares for which such Cash Replacement Phantom Share Amounts were exchanged would have vested and been payable pursuant to their terms.

 

27

At the Effective Time, each outstanding Accelerated Director RSU and each outstanding Vested Company RSU will be canceled and extinguished as of the Effective Time and, in exchange therefor, each such holder of any such Accelerated Director RSU or Vested Company RSU will have the right to receive solely an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the aggregate number of shares of Common Stock subject to such Accelerated Director RSU or Vested Company RSU, as applicable, as of immediately prior to the Effective Time.

At the Effective Time, each outstanding Unvested Company RSU will cease to represent a right to receive shares of Common Stock and will be converted into a cash-based award that includes a right to receive solely an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the aggregate number of shares of Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time, which Cash Replacement RSU Amounts will, subject to the holder’s continued service with Parent or its subsidiaries through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSUs for which such Cash Replacement RSU Amounts were exchanged would have vested and been payable pursuant to their terms.

At the Effective Time, each outstanding Vested Company PSU will be canceled and extinguished as of the Effective Time and, in exchange therefor, each such holder of any such Vested Company PSU will have the right to receive solely an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the aggregate number of shares of Common Stock subject to such Vested Company PSUs as of immediately prior to the Effective Time.

At the Effective Time, each outstanding Unvested Company PSU will cease to represent a right to receive shares of Common Stock and will be converted into a cash-based award that includes a right to receive solely an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the aggregate number of shares of Common Stock subject to such Unvested Company PSU as of immediately prior to the Effective Time, which Cash Replacement PSU Amounts will, subject to the holder’s continued service with Parent or its subsidiaries through the applicable vesting dates, vest and be payable at the same time as the Unvested Company PSUs for which such Cash Replacement PSU Amounts were exchanged would have vested and been payable pursuant to their terms; provided, that to the extent any Unvested Company PSU remains outstanding and subject to such performance vesting conditions as of immediately prior to the Effective Time, the performance metrics of such Unvested Company PSU will be deemed achieved at target levels of performance effective as of the Effective Time.

 

Q:	Are holders of shares of Common Stock entitled to appraisal rights in connection with the Merger under the DGCL?

 

A:

Yes. As a holder of record or beneficial owner of shares of Common Stock, you are entitled to exercise appraisal rights under the DGCL in connection with the Merger if you take certain actions and meet certain conditions. Under the DGCL, holders and beneficial owners of shares who do not vote for the adoption of the Merger Agreement have the right to seek appraisal of the fair value of their shares, as determined by the Delaware Court of Chancery if the Merger is consummated. Appraisal rights are only available if the holder of shares complies fully with all applicable requirements of Section 262 of the DGCL. Any appraisal amount determined by the court could be more than, the same as, or less than the value of the consideration that such stockholder may receive in the Merger. Any stockholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to Verint before the vote on the adoption of the Merger Agreement is taken and must not vote or otherwise submit a proxy to vote in favor of adoption of the Merger Agreement. Failure to follow exactly the procedures specified under Section 262 of the DGCL will result in the loss of appraisal rights. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights we encourage you to seek the advice

 

28

of your own legal counsel. See “The Merger—Appraisal Rights” beginning on page 78 of this proxy statement.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if your shares are held in more than one brokerage account or are registered differently, you will receive more than one proxy card or voting instruction card. Please complete, date, sign and return (or grant a proxy to vote via the Internet or telephone with respect to) each proxy card and voting instruction card that you receive to ensure that all of your shares are voted.

 

Q:	What is householding and how does it affect me?

 

A:

The SEC permits us to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if we provide advance notice and follow certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of shares held through brokerage firms. If your family has multiple accounts holding shares, you may have already received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

 

Q:	Who can help answer my questions?

 

A:

If you have any more questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or enclosed proxy card, or require assistance in submitting your proxy or voting your shares, please contact our proxy solicitor at the contact information provided below:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 825-8621 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

If your bank, broker or other nominee holds your shares, you should also call your bank, broker or other nominee for additional information.

 

29

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and any document which we refer to herein contains, and Verint’s other filings and press releases may contain, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Forward-looking statements 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, Verint, 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:

 

•

the risk that the proposed Merger may not be completed in a timely manner or at all, which may adversely affect Verint’s business and the price of the Common Stock;

 

•

the failure to satisfy any of the conditions to the consummation of the Merger, including the receipt of certain regulatory approvals;

 

•

the failure to obtain the Stockholder Approval;

 

•

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 Verint to pay the Company Termination Fee;

 

•

the effect of the announcement or pendency of the proposed Merger on Verint’s business relationships, operating results and business generally;

 

•

risks that the proposed Merger disrupts Verint’s current plans and operations;

 

•

Verint’s ability to retain and hire key personnel and maintain relationships with key business partners and customers, and others with whom it does business, in light of the proposed Merger;

 

•

risks related to the diversion of management’s attention from Verint’s ongoing business operations;

 

•

unexpected costs, charges or expenses resulting from the proposed Merger;

 

•

the ability of Parent to obtain financing for the proposed Merger;

 

•

potential litigation relating to the proposed Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto;

 

•

continued availability of capital and financing and rating agency actions;

 

•

certain restrictions during the pendency of the proposed Merger that may impact Verint’s ability to pursue certain business opportunities or strategic transactions; and

 

•

other risks described in Verint’s filings with the SEC, such risks and uncertainties described under the headings “Forward-Looking Statements,” “Risk Factors” and other sections of Verint’s Annual Report on Form 10-K filed with the SEC on March 26, 2025 and subsequent filings.

No list or discussion of risks or uncertainties should be considered a complete statement of all potential risks and uncertainties. Unlisted or unknown factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated

 

30

in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss and legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the proposed Merger and/or Verint’s consolidated financial condition, results of operations, credit rating or liquidity. The forward-looking statements speak only as of the date they are made. Verint undertakes no obligation to provide revisions or updates to any forward-looking statements, whether as a result of new information, future events or otherwise, should circumstances change, except as otherwise required by law.

 

31

THE PARTIES

Verint Systems Inc.

Verint is a leader in Customer Experience Automation, serving a customer base that includes more than 80 of the Fortune 100 companies. The world’s most iconic brands use the Verint Open Platform and Verint’s team of AI-powered bots to deliver tangible AI Business Outcomes, Now^TM across the enterprise. Verint is uniquely positioned to help brands increase CX Automation with its differentiated AI-powered Open Platform.

Verint is headquartered in Melville, New York, and has approximately 15 offices worldwide, in addition to a number of on demand, flexible coworking spaces. Verint has approximately 3,700 employees plus a few hundred contractors around the globe. Verint’s Common Stock is listed on NASDAQ under the symbol “VRNT.” Its principal executive office is located at 225 Broadhollow Road, Melville, New York 11747 and its telephone number is (631) 962-9600.

Calabrio, Inc.

Calabrio powers people and businesses with actionable intelligence. Its AI-powered, cloud-native Calabrio ONE suite maximizes agent performance, turning every customer interaction into a strategic advantage. Trusted worldwide, Calabrio’s workforce and conversation intelligence solutions help teams work smarter, respond faster, and connect better to drive measurable business outcomes. Calabrio is used by millions of agents and trusted by brands such as Delta Airlines, CapitalOne, GE Appliances, and McKesson.

Calabrio is headquartered in Minneapolis, Minnesota at 241 N. 5th Ave, Suite 1000, 55401 and its telephone number is (855) 784-2807.

Viking Merger Sub, Inc.

Merger Sub is a direct wholly owned subsidiary of Parent and was formed on August 11, 2025, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with Thoma Bravo. Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors. At the Effective Time, the Surviving Corporation, will be indirectly owned by Thoma Bravo and certain of its affiliates.

The principal executive offices of Merger Sub are c/o Calabrio, Inc. 241 N 5th Ave, Suite 1000, Minneapolis, MN 55401 and its telephone number is (855) 784-2807.

 

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THE SPECIAL MEETING

We are furnishing this proxy statement to stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held virtually on [    ], 2025, at [    ], Eastern Time. Stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/VRNT2025SM.

Shares held directly in your name as a stockholder of record may be voted at the Special Meeting via the Special Meeting website. Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website using the 16-digit control number included in your proxy materials. If you did not receive a 16-digit control number and wish to vote at the Special Meeting, you should follow the instructions from your bank, broker or other nominee, including any requirement to obtain a legal proxy.

Purpose of the Special Meeting

At the Special Meeting, we will ask the stockholders as of the Record Date to vote on the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. If stockholders fail to adopt the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A and incorporated herein by reference, and the material provisions of the Merger Agreement are described under “The Merger Agreement” beginning on page 90 of this proxy statement.

This proxy statement and the enclosed form of proxy are first being mailed to stockholders on or about [    ], 2025.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the close of business on [    ], 2025, the Record Date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our offices located at Verint Systems Inc., 225 Broadhollow Road, Melville, New York 11747, during regular business hours for a period of at least 10 days before the Special Meeting.

As of the Record Date, there were (a) [    ] shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting and (b) 200,000 shares of Series A Preferred Stock and 200,000 shares of Series B Preferred Stock issued and outstanding and entitled to vote at the Special Meeting. Each share of Series A Preferred Stock owned at the close of business on the Record Date is entitled to approximately 28 votes and each share of Series B Preferred Stock owned at the close of business on the Record Date is entitled to approximately 20 votes. Accordingly, as of the Record Date, shares of Common Stock and Preferred Stock representing approximately [    ] votes were issued and outstanding.

A quorum of stockholders is necessary to transact business at the Special Meeting. The presence at the Special Meeting, virtually or by proxy, of the stockholders holding a majority of the voting power of our outstanding shares entitled to vote at the Special Meeting will constitute a quorum at the Special Meeting for the transaction of business. In the absence of a quorum, the Special Meeting may be adjourned either by the chairperson of the Special Meeting or by vote of the holders of a majority of the voting power of the shares represented thereat and entitled to vote thereon. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your shares will not be counted for

 

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purposes of determining whether a quorum is present at the Special Meeting. Shares represented by proxies received but marked “ABSTAIN” will be included in the calculation of the number of shares considered to be present at the Special Meeting for purposes of determining a quorum. If a beneficial owner of shares held in street name gives voting instructions to the bank, broker or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those shares will be deemed present at the Special Meeting and for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal.

In the event that a quorum is not present at the Special Meeting to transact business or vote on the Merger Proposal, it is expected that the meeting would be adjourned to a later date to solicit additional proxies, and a quorum will have to be established at such adjourned date.

Vote Required; Abstentions and Broker Non-Votes

Each share of Common Stock issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Special Meeting. Each share of Series A Preferred Stock owned at the close of business on the Record Date is entitled to approximately 28 votes and each share of Series B Preferred Stock owned at the close of business on the Record Date is entitled to approximately 20 votes.

The affirmative vote of the holders of a majority of the voting power of the outstanding Common Stock and Preferred Stock, voting together as a single class, as of the close of business on the Record Date is required to approve the Merger Proposal. A failure to vote your shares or an abstention from voting for the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares on the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal.

Approval of the Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding Common Stock and Preferred Stock, voting together as a single class, present virtually or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal. A failure to vote your shares will have no effect on the Compensation Proposal. An abstention from voting for the Compensation Proposal will have the same effect as a vote “AGAINST” the Compensation Proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares on the Compensation Proposal will have no effect on the Compensation Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding Common Stock and Preferred Stock, voting together as a single class, present virtually or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal. A failure to vote your shares will have no effect on the Adjournment Proposal. An abstention from voting for the Adjournment Proposal will have the same effect as a vote “AGAINST” the Adjournment Proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your shares on the Adjournment Proposal will have no effect on the Adjournment Proposal.

Shares Held by Directors and Executive Officers

As of the close of business on the Record Date, directors and executive officers of Verint and their affiliates beneficially owned and were entitled to vote, in the aggregate, [    ] shares of Common Stock and [    ] shares of Common Stock into which the Preferred Stock is convertible, which collectively represented approximately [    ]% of the total voting power of the capital stock of Verint issued and outstanding on that date.

 

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Voting; Proxies

Voting at the Special Meeting

You can vote at the virtual Special Meeting, which will be held on [    ], 2025 at [    ], Eastern Time, at www.virtualshareholdermeeting.com/VRNT2025SM (unless the Special Meeting is adjourned or postponed).

You also may authorize the persons named as proxies on the proxy card to vote your shares by returning the proxy card in advance by mail, over the Internet or by telephone. Although Verint offers multiple different voting methods, Verint encourages you to vote over the Internet or by phone as Verint believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed.

Providing Voting Instructions by Proxy

To ensure that your shares are voted at the Special Meeting, we recommend that you submit your proxy or provide voting instructions for your shares held in “street name” to your bank, broker or other nominee promptly, even if you plan to attend the Special Meeting.

Shares Held by Record Holders

If you are a stockholder of record and your shares are registered in your name with the Transfer Agent, you may submit your proxy using one of the methods described below.

 

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Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting a proxy. You can grant a proxy by telephone by calling the toll-free number 1-800-690-6903 or via the Internet by following the instructions specified on the enclosed proxy card. Votes submitted by telephone or via the Internet for the matters brought before the Special Meeting as described in this proxy statement must be received by 11:59 p.m., Eastern Time on [    ], 2025, the day preceding the Special Meeting. Your shares will be voted as you direct, and in the same manner as if you had completed, signed, dated and returned your proxy card, as described below. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone.

 

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Submit a Proxy Card. If you complete, sign, date and return the enclosed proxy card by mail so that it is received prior to 11:59 p.m., Eastern Time on [    ], 2025, the day preceding the Special Meeting, your shares will be voted in the manner directed by you on your proxy card.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. If you sign, date and return your proxy card without indicating how you wish to vote, such shares represented by your properly signed proxy card will be voted “FOR” each of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and your failure to vote will have the same effect as a vote “AGAINST” the Merger Proposal, and will have no effect on the vote regarding the Compensation Proposal and the Adjournment Proposal.

Shares Held in “Street Name”

If your shares are held in “street name” through a bank, broker or other nominee, your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares. You may cause your shares to be voted through your bank, broker or other nominee by completing and returning the voting form

 

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provided by your bank, broker or other nominee, or by the Internet or telephone through your bank, broker or other nominee by following the instructions provided to you by them if such a service is available, or by attending the Special Meeting and voting using your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number so that you may vote.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your shares on “routine” matters if you fail to instruct your bank, broker or other nominee on how to vote your shares with respect to such matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of the relevant shares. Verint does not expect any broker non-votes at the Special Meeting because the Merger Proposal, the Compensation Proposal and the Adjournment Proposal described in this proxy statement are all “non-routine” matters, and your bank, broker or other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your bank’s, broker’s or other nominee’s voting form, do not provide voting instructions via the Internet or telephone through your bank, broker or other nominee, if applicable, or do not attend the Special Meeting and vote virtually with a “legal proxy” from your bank, broker or other nominee, your shares will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, and your failure to vote will have the same effect as if you voted “AGAINST” the Merger Proposal, and will have no effect on the Compensation Proposal and the Adjournment Proposal. However, if a beneficial owner of shares held in street name gives voting instructions to the bank, broker or other nominee with respect to one of the proposals, but gives no instruction as to the other proposal, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. For shares held in “street name,” only shares affirmatively voted “FOR” the Merger Proposal, the Compensation Proposal or the Adjournment Proposal will be counted as a vote in favor of such proposal.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted at the Special Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

 

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delivering a written notice of revocation of your proxy to Verint Systems Inc., 225 Broadhollow Road, Melville, New York 11747, Attn: Corporate Secretary, prior to the Special Meeting;

 

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signing a new proxy card with a date later than the date of the previously submitted proxy card relating to the same shares and returning it to us by mail prior to the Special Meeting;

 

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submitting a new proxy by telephone prior to 11:59 p.m., Eastern Time on [    ], 2025, the day preceding the Special Meeting;

 

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submitting a new proxy by Internet prior to 11:59 p.m., Eastern Time on [    ], 2025, the day preceding the Special Meeting; or

 

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attending the Special Meeting and voting thereat (simply attending the Special Meeting will not cause your proxy to be revoked).

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Verint or by sending a written notice of revocation to Verint, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Verint before the Special Meeting.

If you hold your shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote or submit new voting instructions. You may also vote virtually at

 

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the Special Meeting with your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain instructions on how to vote. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

Abstentions

An abstention occurs when a stockholder attends a meeting, either virtually or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

Adjournments and Postponements

Although it is not currently expected, subject to certain restrictions in the Merger Agreement, the Special Meeting may be adjourned or postponed, among other reasons, for the purpose of soliciting additional proxies. Under the Bylaws, Verint may postpone, reschedule or cancel any special meeting of stockholders. Under the Bylaws, any meeting of stockholders may be adjourned from time to time either by the chairperson of the meeting or by the vote of the holders of a majority of the voting power of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote thereon. Notice need not be given of the adjourned meeting if the time and place, if any, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting are announced at the meeting at which the adjournment is taken.

If the Special Meeting is adjourned or postponed to solicit additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

In the event that there is present at the Special Meeting, virtually or by proxy, sufficient favorable voting power to secure the vote of the stockholders necessary to adopt the Merger Agreement, we do not currently anticipate that we will adjourn or postpone the Special Meeting.

Board Recommendation

The Board, after considering the various factors more fully described under “The Merger—Recommendation of the Verint Board of Directors and Reasons for the Merger” beginning on page 54 of this proxy statement, unanimously (i) declared the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, to be advisable, (ii) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and authorized the execution and delivery of the Merger Agreement and the performance of our obligations under the Merger Agreement, and (iii) resolved to recommend to our stockholders that they vote for the adoption of the Merger Agreement and that such proposal be submitted for approval of our stockholders at the Special Meeting.

The Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal.

Solicitation of Proxies

The Board is soliciting your proxy, and we will bear the cost of the solicitation of proxies.

We have retained Innisfree, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $45,000 plus expenses. We will also indemnify Innisfree against losses

 

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arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Consummation of the Merger

We currently anticipate that the Merger will be consummated before the end of Verint’s current fiscal year, assuming satisfaction or, to the extent permitted by applicable law, waiver of all of the conditions to the Merger. However, the Merger is subject to various conditions, and it is possible, including as a result of factors outside the control of Verint and Parent, that the Merger will be consummated at a later time or not at all.

Appraisal Rights

If the Merger is consummated, holders of Common Stock who do not wish to accept the Merger Consideration are entitled to seek appraisal of their shares under Section 262 of the DGCL and, if all procedures described in Section 262 of the DGCL are strictly complied with, to receive payment in cash for the fair value of their shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of shares as determined by the Delaware Court of Chancery may be more or less than, or the same as, the consideration that such stockholder may receive in the Merger. These rights are known as “appraisal rights.” This proxy statement serves as a notice of such appraisal rights pursuant to Section 262 of the DGCL.

Persons who exercise appraisal rights under Section 262 of the DGCL will not receive the consideration that they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their shares following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal of their shares should recognize that the fair value of their shares determined under Section 262 of the DGCL could be more than, the same as or less than the consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 of the DGCL is required. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262 of the DGCL, stockholders wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record of shares and a beneficial owner who (i) continuously holds or beneficially owns, as applicable, such shares through the Effective Time, (ii) has not consented to the Merger in writing, voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262 of the DGCL, (iv) does not thereafter withdraw his, her or its demand for appraisal of such shares and (v) in the case of a beneficial owner, is a person who (a) reasonably identifies in his, her or its demand the holder of record of the shares for which the demand is made, (b) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provides an address at which such beneficial owner consents to receive notices given by Verint and to be set forth on the Chancery List (as defined in the section titled “The Merger—Appraisal Rights” beginning on page 78 of this proxy statement), will be entitled to receive the fair value of his, her or its shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The foregoing summary is not

 

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a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern. For more information, please see the section titled “The Merger—Appraisal Rights” beginning on page 78 of this proxy statement.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we or your bank, broker or other intermediary may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate copy of our proxy statement, please notify your bank, broker or other intermediary or us. We will promptly deliver a separate copy of our proxy statement to any stockholder without charge upon written or verbal request. Direct your written request to us by email at ir@verint.com, by mail to our principal executive offices at Verint Systems Inc., 225 Broadhollow Road, Melville, New York 11747, Attn: Corporate Secretary, or call us at (631) 962-9600. Stockholders sharing an address that are receiving multiple copies of this proxy statement can request delivery of a single copy of the proxy materials by contacting their bank, broker or other intermediary or sending a written request to us at the address above.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders call: (877) 825-8621 (toll-free from the U.S. and Canada) or

+1 (412) 232-3651 (from other countries)

Banks and brokers call collect: (212) 750-5833

If your bank, broker or other nominee holds your shares, you should also call your bank, broker or other nominee for additional information.

 

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THE MERGER

This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Certain Effects of the Merger on Verint

If the Merger Agreement is adopted by stockholders and the other conditions to the Closing are either satisfied or waived, Merger Sub will be merged with and into Verint, with Verint continuing as the Surviving Corporation and a wholly owned subsidiary of Parent.

The Common Stock is listed and traded on NASDAQ under the symbol “VRNT.” As a result of the Merger, Verint will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent. We will cooperate with Parent to delist the Common Stock from NASDAQ and deregister the Common Stock under the Exchange Act following the Effective Time. Upon such delisting and deregistration, we will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC, in each case in accordance with applicable law, rules and regulations. If the Merger is consummated, you will not own any shares of the capital stock of either the Surviving Corporation or Parent.

Effect on Verint if the Merger Is Not Consummated

If the Merger Agreement is not adopted by the holders of a majority of the voting power of the outstanding Common Stock and Preferred Stock, voting together as a single class, as of the close of business on the Record Date or if the Merger is not consummated for any other reason, stockholders will not receive any payment for their shares pursuant to the Merger Agreement. Instead, Verint will remain a public company, its Common Stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and Verint will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, depending on the circumstances that caused the Merger not to be consummated, the price of the shares of Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the shares would return to the price at which the shares traded prior to the public announcement of the execution of the Merger Agreement on August 25, 2025 or as of the date of this proxy statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares. If the Merger is not consummated, the Board will continue to evaluate and review our business, operations, assets, operating results, financial condition, prospects and business strategy, among other things, and make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not adopted by stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Verint will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, upon termination of the Merger Agreement, under specified circumstances, Verint may be required to pay Parent the Company Termination Fee, as described under “The Merger Agreement—Company Termination Fee; Parent Termination Fee—Company Termination Fee” beginning on page 115 of this proxy statement.

Merger Consideration; Preferred Stock Redemption Amount

At the Effective Time, (i) each share of Common Stock issued and outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to receive $20.50 in cash without

 

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interest and (ii) each share of Preferred Stock issued and outstanding immediately prior to the Effective Time will be automatically redeemed for a redemption price equal to $1,000 in cash plus any unpaid accrued and accumulated dividends on such share (whether or not declared) up to, but excluding, the Closing Date. As of the Effective Time, all such shares of Common Stock will no longer be issued and outstanding and will be automatically cancelled and will cease to exist, and each holder of any such shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration. On the Closing Date, we will pay the Preferred Stock Redemption Amount to the holders of the Preferred Stock in redemption of the Preferred Stock in accordance with the respective Certificates of Designation, Preferences and Rights of the Preferred Stock and following such redemption, all such shares of Preferred Stock will no longer be issued and outstanding and will automatically be canceled and will cease to exist, and each holder of any such shares of Preferred Stock will cease to have any rights with respect thereto.

At the Effective Time, each share of Common Stock held in the treasury of Verint or any of its subsidiaries or any owned by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Parent or Merger Sub immediately prior to the Effective Time will automatically be cancelled and will cease to exist and no consideration will be delivered in exchange therefor.

At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically be converted into and become one fully paid, nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and will constitute the only outstanding shares of capital stock of the Surviving Corporation.

After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration or Preferred Stock Redemption Amount, as applicable, but you will no longer have any rights as a Verint stockholder as a result of the Merger (except that of any holder exercising their appraisal rights granted under Section 262 of the DGCL), nor will you be entitled to receive any shares in Parent or the Surviving Corporation.

Each of the paying agent, the Surviving Corporation, Merger Sub and Parent will be entitled to deduct and withhold from any amounts payable pursuant to the Merger Agreement such amounts as are required to be deducted and withheld therefrom under applicable tax laws. If the paying agent, the Surviving Corporation, Merger Sub or Parent, as the case may be, so deducts and withholds amounts and timely and properly remits such amounts to the applicable governmental authority, such amounts will be treated for all purposes under the Merger Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Background of the Merger

The following chronology summarizes the material contacts, negotiations and other material events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among or on behalf of Verint and Thoma Bravo or other parties.

Verint is a leader in customer experience (CX) that creates tangible AI Business Outcomes, utilizing its open platform and team of AI powered bots. Over the past several years, Verint transitioned its customer base from a perpetual license model to a recurring software-as-a-service or SaaS model and evolved its platform and service offering to customers.

The Verint Board and Verint’s management regularly evaluate Verint’s operating performance, long-term strategy and capital structure, taking into consideration, among other factors, industry developments, market conditions, development of its product offerings, technological advancements, and investments in potential new growth opportunities. In connection with this ongoing review, the Verint Board and management periodically assess the continued operations of Verint on a standalone basis as well as potential strategic alternatives and financing opportunities to enhance stockholder value.

 

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On January 24, 2023, at the request of the Verint Board, representatives of Jefferies, the Company’s financial advisor with whom the Company had a longstanding relationship, reviewed with the Verint Board, a preliminary financial analysis of Verint on a standalone basis and a preliminary financial analysis of Verint in a potential transaction with a third party, taking into account market conditions. Following the presentation, the Verint Board discussed whether to consider a potential transaction at that time, taking into account, among other things, the status of Verint’s cloud transition, the volatility of the public markets, and Verint’s position in the CX space.

In February of 2023, the Verint Board held a meeting where it reviewed materials prepared by representatives of Jefferies regarding a list of potential financial sponsors and strategic parties that might have the interest and capability to engage in a transaction. Thoma Bravo was identified as part of this presentation given, among other factors, its existing portfolio company in the CX segment, Calabrio, and its ability to finance an acquisition of the Company. At this time, the Verint Board considered a potential exploratory process, but determined not to proceed primarily due to the Company’s opportunities and performance outlook on a standalone basis.

In May of 2023, at the request of the Verint Board, representatives of Jefferies prepared materials for the Verint Board that summarized certain factors impacting the Company’s sector and its peer firms. At this time, in connection with the Company’s ongoing cloud transition, the Company adjusted the financial metrics used to measure the Company’s financial performance to reflect the Company’s shift towards a bundled SaaS model.

In February of 2024, the Verint Board invited representatives of Jefferies to review with the Verint Board an updated preliminary financial analysis reflecting Verint’s operations as a standalone company and, in light of then-existing market conditions and other factors, to discuss a potential exploratory process involving a strategic transaction, including identifying parties potentially interested in transacting. At that time, the Verint Board considered the fact that the Company was well-positioned in the CX market, the positive feedback that had been received on the Company’s adoption of its new open AI platform, as well as the uncertainty as to how AI would be adopted in the sector and its impact on the Company’s business, and the current state of the public market. The Verint Board discussed potentially interested parties, including, among others, Thoma Bravo, a potential process designed to both maximize shareholder value and minimize disruption to the business, and the need to educate potential buyers on the Verint story given the evolution of Verint’s business in recent years. The Verint Board authorized Verint management to commence the preparation of preliminary information to put the Company in a position to commence a strategic process if the Verint Board determined to move forward and authorized representatives of Jefferies, in the normal course of their interactions with financial sponsors and strategic parties, to educate such parties on the evolution of Verint’s business.

Following this meeting, the Verint management team, with the assistance of representatives of Jefferies, prepared preliminary materials regarding the Company in order to position the Company for a potential strategic process. Management engaged in discussions with a number of strategic parties regarding a variety of potential matters, including potential partnerships and business relationships, and the possibility of a combination transaction.

In March of 2024, at the request of the Verint Board, representatives of Jefferies provided an update on its outreach efforts that it had commenced following the February 2024 Verint Board meeting, noting that Verint management and representatives of Jefferies had contacted 20 financial sponsors, six strategic parties, and two sponsor-backed strategic parties, including Thoma Bravo. Of the eight total strategic parties contacted, three expressed interest in exploring a potential transaction that would include the acquisition of Verint, and four indicated that the timing was not right to consider a transaction of any kind. Thoma Bravo expressed a potential interest in engaging with the Company following the Company’s next earnings announcement. Representatives of Jefferies reported that five of the financial sponsors had declined to engage, citing perceived threats to the Company’s business and strategy due to the impact of AI, and uncertainty around the Company’s growth profile

 

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(see the section of this proxy statement below titled “Recommendation of the Verint Board of Directors and Reasons for the Merger—Verint’s Operating and Financial Condition and Prospects”). The remaining financial sponsors indicated that they needed time to understand the Company’s progress with its SaaS transition and its ability to accelerate revenue growth from its AI capabilities. The Verint Board authorized representatives of Jefferies to continue to engage with strategic parties and financial sponsors, with a plan to determine by the end of April whether there was sufficient interest to proceed further with a strategic process at such time.

Throughout April of 2024, Verint management continued its work with assistance from representatives of Jefferies and made management presentations to several financial sponsors. On April 30, 2024, the Verint Board received an update from representatives of Jefferies and was advised that, of the parties representatives of Jefferies had contacted, two financial sponsors, one sponsor-backed strategic party (Thoma Bravo/Calabrio) and one strategic party, had expressed interest in continuing discussions. Representatives of Jefferies reported that the parties who had declined to proceed cited concerns regarding perceived threats to Verint’s business due to the impact of AI (see the section of this proxy statement below titled “Recommendation of the Verint Board of Directors and Reasons for the Merger—Verint’s Operating and Financial Condition and Prospects”), as well as a general lack of interest in the sector, other existing fund commitments, and concerns about the Company’s growth profile. Following extensive discussion among members of the Verint Board and representatives of Jefferies, the Verint Board determined to continue engagement with the interested parties and not to impose a deadline for receipt of a transaction proposal.

Throughout the second and third fiscal quarters of 2024, Verint management continued its engagement with financial sponsors and strategic parties, entered into non-disclosure agreements with approximately four parties, including, on May 13, 2024, Thoma Bravo, and met with several parties for management presentations. On May 29, 2024, the Verint Board received an update from representatives of Jefferies that one strategic party, identified as Party A, remained interested, but had indicated that the timing was not right given Party A’s other internal priorities. Representatives of Jefferies also reported that Thoma Bravo and two other financial sponsors, Party B and Party C, continued to actively engage and were expected to indicate a level of interest in a potential transaction in the next several weeks.

On July 10, 2024, the Company’s Chief Executive Officer, Dan Bodner, provided an update to the Verint Board on the status of the engagement with financial sponsors discussed in the paragraph above.

On August 29, 2024, representatives of Jefferies reviewed with the Verint Board the process undertaken to date, noting that they had initiated preliminary discussions in the first half of the year and that Verint management had developed a detailed financial model for Verint and had conducted market due diligence. Representatives of Jefferies reported that Thoma Bravo had concluded that more proof points on the Company’s AI growth would be required for them to continue to engage, but expressed that Thoma Bravo would continue to monitor the Company’s performance for the next one to three quarters. Representatives of Jefferies reported that Party B had determined not to pursue continued engagement after the Company’s significant stock price increase in early June, and Party C had determined not to proceed due to a lack of sufficient AI proof points at the time. The Verint Board considered at length the feedback from those parties that had declined to proceed, including the early stage of AI adoption in the contact center market, the increasingly competitive landscape, and the Company’s AI capabilities. Following extensive discussion, the Verint Board determined that additional time was needed to assess the Company’s AI success before the Verint Board would consider pursuing a more formal strategic process designed to maximize stockholder value.

On September 4, 2024, Verint reported Q2 2024 financial results that fell below Wall Street estimates, resulting in a stock price decline from the low $30s to the mid $20s.

On October 2, 2024, representatives of Thoma Bravo contacted representatives of Apax Partners, including Jason Wright, a member of the Verint Board and a partner at Apax Partners, to seek Apax’s perspective on the opportunity ahead for Verint. Representatives of Apax did not provide any material non-public information to Thoma Bravo regarding the Company.

 

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On November 11, 2024, Thoma Bravo contacted Mr. Wright and informed him that Thoma Bravo planned to contact Mr. Bodner and send a letter to Verint later that day. Later that day, Thoma Bravo contacted Mr. Bodner and submitted an unsolicited indication of interest (“IOI”) to Verint proposing to acquire all of the Company’s outstanding Common Stock for $30.00 per share, subject to the negotiation of a definitive agreement and the completion of due diligence. The IOI contemplated a 30-day exclusivity period.

On November 13, 2024, the Verint Board met to discuss the unsolicited IOI received from Thoma Bravo. At the meeting, representatives of Jones Day, Verint’s outside legal counsel, reviewed the fiduciary duties owed by the Verint Board, including in connection with a potential sale transaction. The Verint Board authorized the Company’s management to facilitate representatives of Jefferies’ follow-up with Thoma Bravo.

On November 21, 2024, the Verint Board met to consider further the IOI. Mr. Bodner presented to the Verint Board on the IOI, and representatives of Jefferies reviewed with the Verint Board an updated preliminary financial analysis of Verint and the Thoma Bravo proposal, and provided an industry update. The Verint Board considered developments in the CX sector, including the impact AI was having on the sector, the opportunities available to the Company and the risks facing the Company, the competitive landscape, the increased volatility in performance, and the trading multiple compression impacting incumbent CX companies (see the section of this proxy statement below titled “Recommendation of the Verint Board of Directors and Reasons for the Merger—Verint’s Operating and Financial Condition and Prospects”). The Verint Board directed management and representatives of Jefferies to continue discussions with Thoma Bravo, including with respect to the scope of due diligence Thoma Bravo would require.

On November 22, 2024, the Verint Board met to consider further the IOI. Representatives of Jones Day again reviewed the fiduciary duties owed by the Verint Board, including in connection with a potential sale transaction. Jones Day also presented the Verint Board with various options for a potential sale process, timing considerations, and a preliminary antitrust assessment of a potential transaction with Thoma Bravo. Representatives of Jefferies reviewed with the Verint Board an illustrative transaction timeline and the Verint Board directed representatives of Jefferies to continue discussions with Thoma Bravo and to keep the Verint Board informed of such ongoing discussions.

On November 26, 2024, Verint management and representatives of Thoma Bravo engaged in a virtual due diligence meeting after which Thoma Bravo expressed an interest in continuing to engage in due diligence. In early December, Verint management and Thoma Bravo engaged in additional due diligence sessions.

On December 4, 2024, Verint announced earnings that surpassed analyst estimates and the trading price for shares of Verint Common Stock increased to a price that exceeded the Thoma Bravo IOI price. At the request of the Verint Board, representatives of Jefferies engaged with representatives of Thoma Bravo regarding the IOI price and on December 12, 2024, representatives of Thoma Bravo indicated that Thoma Bravo was unwilling to increase its IOI price above $30.00 despite the stock currently trading at or near this level and reaffirmed interest in acquiring the Company at $30.00 per share.

A few days later, on December 17, 2024, Mr. Bodner reported to the Verint Board that while Thoma Bravo remained interested in acquiring the Company, it was not prepared to increase its IOI price at that time. The Verint Board considered, among other things, the recent increase in the Company’s stock price following the public announcement of third quarter earnings and the fact that the current Verint stock price was near the Thoma Bravo IOI price, as well as the due diligence conducted to date by Thoma Bravo. Following discussion, the Verint Board determined not to further pursue a transaction with Thoma Bravo at such time. The Verint Board authorized management to provide a financial update to Thoma Bravo and other parties that had previously expressed interest in a potential transaction after Q4 results were publicly announced. The Verint Board also discussed the possibility of launching another market check process in the future.

During the week of February 3, 2025, a financial sponsor, identified as Party D, contacted Verint management, and expressed interest in exploring a potential transaction with Verint and delivered a preliminary

 

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due diligence request and its anticipated timeline for advancing discussions. Party D had been introduced to Mr. Bodner in December of 2024 by representatives of Evercore, a financial advisor with knowledge of the Company that was in regular contact with Verint management and assisted in the structured market check process, but had not meaningfully engaged with Verint at that time. Party D entered into a non-disclosure agreement with the Company in February of 2025.

Mr. Bodner reported to the Verint Board on February 11, 2025 that Thoma Bravo had requested a fourth quarter update on the Company’s key performance indicators and certain financial metrics, but had not provided any further information on its intentions. Mr. Bodner reported that management intended to provide the update to Thoma Bravo following completion of the Company’s year-end closing process; the Verint Board concurred.

In mid-March of 2025, a representative of a strategic party identified as Party E contacted Mr. Bodner expressing an interest in learning more about Verint and exploring a potential business combination transaction. In addition, Verint received a letter expressing interest in the Company from a financial sponsor identified as Party F. A representative of Party C also reached out expressing interest in re-engaging with Verint.

On March 20 and 21, 2025, the Verint Board met and reviewed, among other things, developments in the CX market, the competitive landscape, the Company’s performance, an updated five-year model, and succession planning. At the meeting, representatives of Jefferies reported that five parties previously contacted had recently contacted the Company or representatives of Jefferies requesting to re-engage regarding a potential transaction. The Verint Board discussed developments impacting the renewed interest in the Company, including Verint’s AI momentum and recent proof points, and investor sentiment on the CX space. The Verint Board also discussed succession planning considerations (see the section of this proxy statement below titled “Recommendation of the Verint Board of Directors and Reasons for the Merger—Verint’s Operating and Financial Condition and Prospects”). Following discussion, the Verint Board determined to pursue a new market check process and directed Verint management and representatives of Jefferies to reach out to potentially interested parties.

Throughout the remainder of March and into early April of 2025, Verint management and representatives of Jefferies commenced outreach to potentially interested parties and, following execution of confidentiality agreements, provided due diligence materials to a number of parties who expressed interest in a potential transaction. On April 9, 2025, the Verint Board met to discuss the recent market turmoil resulting from the “Liberation Day” tariff announcements and determined to suspend the structured market check in light of then-existing market conditions. The Verint Board directed management to work with representatives of Jefferies to continue to monitor market conditions to be in a position to re-engage if conditions became more favorable.

On May 7, 2025, representatives of Jefferies provided an update to the Verint Board on market conditions and its perspective on re-launching a structured market check process, as well as the parties that representatives of Jefferies would contact if the Verint Board determined to re-launch a process. The Verint Board considered, among other things, market dynamics, management projections regarding performance, and an improving M&A deal environment. Representatives of Jefferies reviewed with the Verint Board an updated preliminary financial analysis of Verint based on the Company’s long-term financial model and reviewed the current financial analysis of Verint on a standalone basis versus the preliminary financial analysis of Verint undertaken in February and November of 2024. The Verint Board also discussed the inbound interest in the Company and general timing and determined to restart the structured market check process. The Verint Board directed management to review and revise the Company’s long-term financial model in light of its updated financial results. The Verint Board authorized management to work with the existing ad hoc M&A committee (the “M&A Committee”) of the Verint Board, comprised of Messrs. Bodner, Kurtz, Nottenburg and Wright, to discuss a formal engagement of Jefferies to act as Verint’s financial advisor.

On May 19, 2025, Mr. Bodner reported to the Verint Board that management was working with the M&A Committee on an engagement letter with Jefferies and management presented the long-term financial model for use in the structured market check process. The Verint Board then approved the long-term financial model.

 

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On May 21, 2025, Verint and Jefferies entered into an engagement letter pursuant to which Verint engaged Jefferies as its financial advisor in connection with a potential sale transaction.

Following outreach by representatives of Jefferies to 29 parties, including all of the parties previously contacted, six parties, including Party C, Party F, and Thoma Bravo, expressed interest in exploring a potential transaction with Verint, and commencing on May 23, 2025, a virtual data room with financial and legal due diligence materials was made available to these parties, all of whom had executed a confidentiality agreement prior to receiving access. Verint management addressed additional due diligence requests and met with a number of the interested parties from late May through mid-June of 2025. During this time, Thoma Bravo requested additional information and met with management on a number of occasions.

At a meeting of the Verint Board on May 29, 2025, the Verint Board discussed the structured market check process, the opportunities available to the Company, valuation considerations, and developments in the CX market, including the impact of AI (see the section of this proxy statement below titled “Recommendation of the Verint Board of Directors and Reasons for the Merger—Verint’s Operating and Financial Condition and Prospects”) and other factors. The Verint Board also discussed the competitive landscape and succession planning and other risks facing the Company (see the section of this proxy statement below titled “Recommendation of the Verint Board of Directors and Reasons for the Merger—Verint’s Operating and Financial Condition and Prospects”). Following the meeting, representatives of Jefferies advised the Verint Board that Party C, Party F, and Thoma Bravo were actively engaged in the process.

On June 9, 2025, representatives of Jefferies provided an update on the structured market check process to the M&A Committee. The M&A Committee discussed and asked questions, including regarding the status of each potential bidder and management’s engagement with, and due diligence requests from, Thoma Bravo.

During the time between the June 9, 2025 Verint Board meeting and the next M&A Committee meeting on June 30, 2025, Verint management and representatives of Jefferies regularly discussed with the M&A Committee members the structured market check process and Verint management continued to provide due diligence material to the five parties that remained interested in a potential transaction, including Thoma Bravo, Party B, Party C, Party F, and a financial sponsor identified as Party G that had been subject to outreach in connection with the structured market check process.

On June 27, 2025, shortly following the opening of trading on NASDAQ, two news organizations published media reports regarding a rumored potential sale of the Company. The price of Verint’s Common Stock at the close of trading on that day on NASDAQ was $18.78, an increase from the unaffected price of Verint’s Common Stock at the close of trading on June 25, 2025 of $18.09.

On June 30, 2025, the M&A Committee met with members of management and representatives of Jefferies to receive an update on the structured market check process and to discuss and approve a request from Thoma Bravo that had been conveyed to representatives of Jefferies to contact a limited number of financial institutions to discuss financing for a potential transaction. Later on June 30, 2025, representatives of Jefferies conveyed the M&A Committee’s consent to representatives of Thoma Bravo.

On July 1, 2025, additional news organizations published media reports regarding a rumored potential sale of the Company, and such rumored media reports identified Thoma Bravo as the acquiror. Following the publication of such media reports, Mr. Bodner updated the Verint Board on the media reports containing rumors regarding a potential transaction involving Verint and Thoma Bravo.

Due diligence continued with Thoma Bravo, Party B, Party C, Party F, and Party G throughout July, and on July 11, 2025, Mr. Bodner provided an update to the Verint Board on the status of discussions with the remaining participants in the structured market check process.

On July 15, 2025, representatives of Thoma Bravo contacted Mr. Wright to indicate that they were planning to submit an offer for the Company.

 

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On July 16, 2025, Thoma Bravo sent a written non-binding letter of intent, an initial draft of a merger agreement, and a list of open due diligence questions to Mr. Bodner and to a representative of Jefferies. Thoma Bravo’s non-binding letter of intent outlined a potential transaction in which holders of Verint’s Common Stock would receive between $19.50 and $20.50 per share in cash, which the letter stated represented a 14-20% premium to Verint’s 7-day trailing volume-weighted average price as of June 25, 2025 (the unaffected date), subject to further due diligence and negotiations. Pursuant to the draft merger agreement, the cash consideration would be fully financed with debt. Thoma Bravo’s non-binding letter of intent contemplated a 15-day exclusivity period that automatically renewed for five days unless terminated, and a go-shop period allowing Verint to solicit additional offers for a period of time following the execution of the merger agreement. The draft of the merger agreement indicated that Thoma Bravo would require voting and support agreements in connection with the contemplated transaction from Apax and each director and executive officer of Verint, requiring them to vote in favor of the contemplated transaction (subject to certain exceptions).

Throughout the weeks of July 14, 2025 and July 21, 2025, representatives of Jefferies and of Evercore each conducted outreach to a number of financial sponsors and strategic parties, to explore interest in a potential transaction.

On the morning of July 18, 2025, Verint management held due diligence meetings with representatives of Party F. Later that day, the Verint Board, together with representatives of Jones Day and Jefferies, met to, among other things, review the preliminary letter of intent received from Thoma Bravo and the status of discussions with other parties and to discuss potential next steps. Representatives of Jefferies reviewed with the Verint Board the structured market check process undertaken to date. The representatives of Jefferies noted that Party F and Party G remained engaged but were not demonstrating urgency despite both the market rumors and being encouraged to move more quickly. The representatives of Jefferies reviewed the terms included in the Thoma Bravo letter of intent, including the proposed $19.50 to $20.50 price per share in cash to be paid by Thoma Bravo in the contemplated transaction. The Verint Board considered the premium to the Company’s unaffected stock price represented by the price range, the existing assets Thoma Bravo held in the CX space, as well as the questions and concerns raised by other participants in the process. The Verint Board discussed the opportunities available to the Company, the risks facing the Company, including, but not limited to, the risks associated with the uncertain impact of AI, and the increasingly competitive landscape for the Company, as well as the revenue volatility experienced by Verint due to its business model, and other risks, such as those associated with succession planning (see the section of this proxy statement below titled “Recommendation of the Verint Board of Directors and Reasons for the Merger—Verint’s Operating and Financial Condition and Prospects”). The Verint Board also discussed the EBITDA multiple represented by the offer, Thoma Bravo’s plan to finance the transaction solely with debt, and that the draft merger agreement contemplated that Thoma Bravo’s liability for failure to consummate the transaction would be capped at a termination fee equal to 5% of the Company’s equity value in the proposed transaction, and that such termination fee would constitute Verint’s exclusive remedy for the failure of the transaction to be consummated. The Verint Board also reviewed the due diligence plan and anticipated timing. Representatives of Jones Day reviewed the Verint Board’s fiduciary duties and the regulatory environment, and discussed Thoma Bravo’s request for exclusivity. After review and deliberation, the Verint Board authorized management and the M&A Committee to work with representatives of Jefferies to align on a response to Thoma Bravo’s letter of intent, including seeking clarification of certain terms of the letter and an increase in the offer price. The Verint Board also directed management and representatives of Jefferies to continue to engage with the other interested parties.

Later on July 18, 2025, the M&A Committee met with representatives of Jefferies to discuss the Company’s response to Thoma Bravo. The M&A Committee discussed the fact that Thoma Bravo had not positioned its proposal as best and final. The M&A Committee also discussed the current status of the debt markets. Following discussion, the M&A Committee determined to make a counterproposal at $23.00 per share in cash and to require all due diligence to be completed quickly, noting that only then would Verint consider a short-term exclusive negotiation period for Thoma Bravo.

 

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On July 19, 2025, at the direction of the Verint Board, representatives of Jefferies presented the $23.00 per share counterproposal to Thoma Bravo. Thoma Bravo indicated that it would review the counterproposal with its investment committee and revert back to representatives of Jefferies with a response.

On July 20, 2025, representatives of Jones Day and management reviewed an issues list to the merger agreement prepared by Jones Day that, among other things, included (i) the proposed transaction structure, (ii) the treatment of equity awards, (iii) the restrictiveness of the interim operating covenants, (iv) the terms of the go-shop period, (v) Verint’s rights and remedies upon termination of the merger agreement, including termination fees and expense reimbursement proposals, and (vi) regulatory covenants.

On July 21, 2025, representatives of Thoma Bravo contacted representatives of Jefferies and stated that they had discussed the counterproposal internally with Thoma Bravo’s investment committee, and that Thoma Bravo was unable to increase its offer without having access to additional due diligence information and personnel at Verint. Representatives of Jefferies reported to Verint management and the M&A Committee that Thoma Bravo had indicated a willingness, subject to due diligence, to increase its price above $20.50, but noted that it would not agree to a price of $23.00. The M&A Committee directed representatives of Jefferies to continue to engage with Thoma Bravo to seek an increase in the offer price, and to communicate to Thoma Bravo that at that time Verint was not interested in entering into a transaction at Thoma Bravo’s proposed price range. Representatives of Jefferies subsequently communicated this information to Thoma Bravo. Also on July 21, 2025, members of management held a due diligence meeting with Party F.

On July 22, 2025, representatives of Thoma Bravo contacted representatives of Jefferies and stated that Thoma Bravo was willing to increase its offer price to $21.00 per share. Thereafter, at a meeting of the M&A Committee, representatives of Jefferies provided an update on discussions with representatives of Thoma Bravo, noting that Thoma Bravo had increased its price to $21.00 per share in cash. Following discussion of the increase in price, the debt markets and due diligence, the M&A Committee instructed the representatives of Jefferies to request from Thoma Bravo a specific due diligence workplan and transaction timeline, following receipt of which representatives of Jefferies would be authorized to counter with the Company’s proposed work plan and timeline, notify Thoma Bravo that the Company was not prepared to grant exclusivity, and provide a counteroffer of $22.00 per share in cash.

Throughout the week of July 21, 2025, members of Verint management, together with representatives of Jefferies and Jones Day, participated in due diligence discussions with representatives of Thoma Bravo.

On July 23, 2025, representatives of Jefferies contacted representatives of Thoma Bravo to communicate the M&A Committee’s request for a specific due diligence workplan and transaction timeline. Following receipt of Thoma Bravo’s due diligence workplan and transaction timeline, representatives of Jefferies presented the $22.00 per share counteroffer to Thoma Bravo and notified Thoma Bravo that Verint was not prepared to grant Thoma Bravo exclusivity at that time.

On July 25, 2025, representatives of Thoma Bravo advised representatives of Jefferies that Thoma Bravo’s best and final offer was $21.50 per share in cash and representatives of Jefferies thereafter presented the offer to the M&A Committee. Representatives of Jefferies reported that Thoma Bravo intended to combine Verint with Calabrio post-closing, intended to finance the transaction with newly issued indebtedness, had retained third party advisors, and was prepared to proceed quickly and without exclusivity. The M&A Committee also sought an update on outreach to other parties and representatives of Jefferies confirmed that Party G was not prepared to move forward at that time. The M&A Committee determined to recommend that the Verint Board approve moving forward with Thoma Bravo on the basis presented.

On July 26, 2025, the Verint Board met with representatives of Jones Day and Jefferies. Jones Day reviewed the Verint Board’s fiduciary duties and confidentiality obligations with respect to a contemplated transaction, and reviewed certain key issues in Thoma Bravo’s initial draft of the merger agreement including (i) financing

 

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certainty and recourse in the event of a financing failure, (ii) Thoma Bravo’s regulatory cooperation and obligations and control of the parties’ regulatory strategy, (iii) the terms of the go-shop, and (iv) Verint’s recourse in the event that the transaction was not consummated after the execution of the merger agreement, which included a termination fee payable by the acquiring entity in certain termination scenarios in an amount equal to 5% of Verint’s equity value and a termination fee payable by the Company in certain termination scenarios in an amount equal to 3.5% of Verint’s equity value. Representatives of Jefferies provided an update on the guidance from the M&A Committee and the recent discussions with Thoma Bravo resulting in a best and final offer from Thoma Bravo of $21.50 per share in cash. Representatives of Jefferies reported that Party F remained engaged but was not moving with urgency at that time. The Verint Board discussed at length the proposed work plan and timeline. The Verint Board considered the risks associated with advancing discussions with Thoma Bravo given Thoma Bravo’s ownership of Calabrio and a potential risk mitigation strategy. In determining next steps, the Verint Board discussed the risks related to pursuing the potential transaction, including risks of a potential further leak, not consummating the potential transaction, employee retention and recruiting, delays in new business due to uncertainty and distraction of Verint management, as well as a number of potential mitigation strategies, including limiting the involvement of Calabrio in due diligence as well as a potential employee retention plan. The Verint Board reviewed with its advisors the market checks undertaken to date, including the contact with six strategic parties and 22 financial sponsors in the first half of 2024, the limited engagement resulting from that contact, and the fact that no other formal proposals had resulted from those efforts. The Verint Board also considered the interest expressed by Thoma Bravo in late 2024 and the fact that Thoma Bravo had not engaged in substantial due diligence at such time and had been unwilling to increase its offer price even after the trading price of Verint’s Common Stock exceeded the offer price. The Verint Board also considered the significant inbound interest in the second quarter of 2025 that led the Verint Board to authorize renewal of the exploration of potential interest. The Verint Board discussed the extensive outreach focusing on financial sponsors and strategic parties perceived to have the capacity, experience, and a stated intent to engage in a transaction, as well as the lack of urgency in the process by current parties other than Thoma Bravo. The Verint Board also considered the opportunities available to the Company, the risks facing the Company, the competitive landscape, the impact of AI on the CX sector, succession planning, and the contraction of SaaS peer trading multiples due to the AI overhang on the industry and related risks (see the section of this proxy statement below titled “Recommendation of the Verint Board of Directors and Reasons for the Merger—Verint’s Operating and Financial Condition and Prospects”), as well as the Company’s second quarter outlook. The Verint Board determined to continue to engage with Thoma Bravo on a non-exclusive basis at the best and final offer price of $21.50 per share in cash. The Verint Board also determined that representatives of Jefferies should continue to engage with Party F, but Party F, despite being prompted to do so, did not make an offer to acquire Verint and indicated it was likely not interested in pursuing a potential sale transaction.

Over the course of the week of July 28, 2025, members of Verint management, together with representatives of Jefferies, Deloitte and Jones Day, continued to participate in due diligence discussions with Thoma Bravo, Thoma Bravo’s outside legal counsel, Kirkland & Ellis, and Ernst & Young, and provided members of the management team of Calabrio with an overview of Verint’s business.

On July 30, 2025, representatives of Jones Day provided a revised draft of the merger agreement to Kirkland & Ellis. Among other changes, the markup (i) sought additional clarity on Thoma Bravo’s financing plans, including whether Thoma Bravo intended to fund the entirety of the Merger Consideration and other consideration payable in connection with the consummation of the Merger via committed debt financing, (ii) sought additional information on whether Thoma Bravo intended to combine Verint with Calabrio following the Merger or whether Calabrio would be the acquiring party, (iii) provided for the conversion of unvested Verint PSUs into cash awards and paid out on the same vesting schedule following the Effective Time with such performance metrics deemed achieved at target levels of performance, (iv) decreased the termination fee payable by the Company in the event the Company terminated the merger agreement to accept a “superior proposal” or Calabrio’s termination upon the Verint Board’s “adverse recommendation change”, among other termination scenarios, from 3.5% of the Company’s equity value to 3.0% of the Company’s equity value, (v) proposed a bifurcated termination fee payable by the Company in the event the Company terminated the merger agreement

 

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during the go-shop period to enter into a “superior proposal” (at an amount equal to 50% of the Company’s regular termination fee of 3% of Verint’s equity value), (vi) increased the termination fee payable by Calabrio upon a debt financing failure or a material and uncured representation and warranty or covenant breach from 5% of the Company’s equity value to 7.5% of the Company’s enterprise value, (vii) removed limitations on the required efforts of Thoma Bravo to obtain necessary antitrust and other regulatory approvals, and (viii) removed the proposed expense reimbursement of up to $10,000,000 payable by the Company to Thoma Bravo in the event the merger agreement was terminated in certain circumstances.

During the period from July 30, 2025 through August 24, 2025, Verint and Thoma Bravo and their respective representatives exchanged multiple drafts of the merger agreement and related transaction documents and disclosure schedules.

On August 2, 2025, Mr. Bodner updated the M&A Committee and the Verint Board on the status of discussions regarding diligence and the transaction documents. He noted that the Company was prioritizing due diligence to satisfy Thoma Bravo’s lender requirements, investment committee deliverables, and other confirmatory due diligence. On August 3, 2025, members of Calabrio management were given limited data room access, and on August 4, 2025, an in-person operational diligence meeting was held among members of Verint management and representatives of Jefferies, Thoma Bravo, and Calabrio management.

Over the course of the week of August 4, 2025, Verint management, together with representatives of Jefferies and Jones Day, continued to participate in due diligence discussions upon the request of Thoma Bravo.

On August 6, 2025, representatives of Kirkland & Ellis provided a revised draft of the merger agreement to Jones Day and, on August 7, 2025, representatives of Jones Day discussed the key issues in Kirkland & Ellis’ draft of the merger agreement with Verint management. The key issues included, among other things, (i) uncertainty with respect to whether Thoma Bravo’s debt financing would be committed financing in an amount sufficient to cover the Merger Consideration and all amounts payable by Calabrio under the merger agreement, (ii) a reduction in the termination fee payable by Calabrio in certain termination scenarios from the 7.5% of Verint’s enterprise value proposed by Verint back to Thoma Bravo’s original position of 5% of Verint’s equity value, (iii) the reinsertion of an expense reimbursement provision, of up to $5,000,000 payable by the Company to Thoma Bravo in the event the merger agreement was terminated in certain circumstances, (iv) the removal of a bifurcated concept for the termination fee payable by the Company in the event the Company terminated the merger agreement during the go-shop period to enter into a “superior proposal”, (v) the inclusion of limitations on the required efforts of Thoma Bravo to obtain necessary antitrust and other regulatory approvals, and (vi) converting Verint’s unvested PSUs into cash awards at the Effective Time at actual levels of performance rather than at target levels of performance. Later in the day on August 7, 2025, representatives of Kirkland & Ellis provided Jones Day with an initial draft of the voting and support agreement.

Throughout August of 2025, representatives of Jones Day and Kirkland & Ellis held regulatory calls to align on the requirements, process, risks, and timing for obtaining necessary regulatory clearances for the proposed transaction.

On August 9, 2025, Mr. Bodner provided a process update from representatives of Jefferies to the Verint Board.

On August 12, 2025, members of Verint management spoke to representatives of Thoma Bravo and received confirmation that (i) Thoma Bravo’s debt financing commitment documentation was expected to be available by August 15, 2025, (ii) Thoma Bravo’s final investment committee meeting was likely to be held on or about August 15, 2025, and (iii) members of Verint management would be asked to discuss sales and marketing matters with representatives of Calabrio during the week of August 15, 2025. Later in the day, representatives of Jones Day provided a revised draft of the voting and support agreement to counsel for Apax that, among other things, provided for termination of the voting and support agreement in the event of a change of recommendation by the Verint Board following execution of the merger agreement.

 

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Due diligence and negotiations of transaction documents continued throughout the week of August 12, 2025.

On August 14, 2025, Jones Day provided a revised draft of the voting and support agreement to Kirkland & Ellis that was consistent with the draft shared with Apax’s counsel, and later that day, Kirkland & Ellis provided a further revised draft of the voting and support agreement to Jones Day, which removed the automatic termination trigger of the voting and support agreement in the event of a change of recommendation by the Verint Board following execution of the merger agreement. Jones Day also sent Verint’s draft disclosure schedules to Kirkland & Ellis on August 14, 2025. Additionally, on August 14, 2025, members of Verint management and representatives of Jones Day, Thoma Bravo, and Kirkland & Ellis discussed the open points in the merger agreement, including Thoma Bravo’s insertion of a covenant regarding Verint’s cooperation with integration planning between signing and closing of the transaction, and the due diligence that needed to be completed to finalize the merger agreement.

On August 15, 2025, Kirkland & Ellis provided Jones Day with copies of its Debt Commitment Letter, arrangement fee letter, and agency fee letter and representatives of Jones Day and Kirkland & Ellis agreed to discuss the documents on August 16, 2025. The parties also agreed to a daily call to address the status of open issues, outstanding due diligence, and transaction documents commencing on August 15.

On August 15, 2025, the Verint Board met with representatives of Jefferies and Jones Day to discuss the status of discussions and next steps. The Verint Board and representatives of Jones Day discussed material terms of the merger agreement, including the structure, contemplated merger consideration, closing conditions, termination rights and consequences of termination in certain circumstances, regulatory covenants and status of the regulatory review, interim operating covenants, the requested integration covenant and employee covenants, the go-shop provision, as well as the communication plan and the terms of a voting and support agreement, which would require, among other things, that Apax and each member of the Verint Board and executive officers vote in favor of the contemplated transaction with Thoma Bravo (subject to certain exceptions), which Thoma Bravo continued to indicate it would require in connection with a potential transaction. The Verint Board and representatives of Jones Day also discussed the status of Jones Day’s analysis of the jurisdictions in which antitrust and foreign direct investment filings would be needed in connection with the contemplated transaction. Verint management presented to the Verint Board on the role that Evercore had played in the market check process, including with respect to certain strategic parties and financial sponsors.

On August 17, 2025, members of Verint management and representatives of Jefferies discussed business due diligence matters with Thoma Bravo and subsequently discussed potential timing for the execution of the merger agreement. At that time, Thoma Bravo confirmed that it would seek final approval from its investment committee on or about August 21, 2025 and indicated that additional information might be required to assist them in preparation for that meeting. Representatives of Jones Day also shared a list of open issues in the merger agreement and subsequently held a call with representatives of Thoma Bravo and Kirkland & Ellis whereby Jones Day and Kirkland & Ellis were directed by each of Verint and Thoma Bravo, respectively, to resolve open legal points in the merger agreement to the extent possible so that the principals could discuss any remaining open points during the week of August 18, 2025.

On August 18, 2025, representatives of Kirkland & Ellis and Jones Day discussed proposed resolutions to certain open points in the merger agreement and the final remaining point in the voting and support agreement, which Jones Day subsequently communicated to Verint.

On August 19, 2025, Jones Day provided a revised draft of the voting and support agreement to counsel for each of Thoma Bravo and Apax, each of whom confirmed that they had no further comments and that the draft was in execution form. Throughout the day on August 19, 2025, Verint management provided information to Thoma Bravo in advance of its investment committee meeting scheduled for later that day.

 

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On August 20, 2025, Jones Day communicated to Kirkland & Ellis the position of Verint that prior to the execution of the merger agreement, Apax and Mr. Bodner would execute the voting and support and agreement and that Verint would use its commercially reasonable efforts to have the remaining members of the Verint Board execute the voting and support agreement after the execution of the merger agreement.

On August 21, 2025, Thoma Bravo informed Verint that its investment committee had not completed its work and would be meeting again on August 22, 2025 to further discuss the contemplated transaction.

On August 22, 2025, representatives of Jones Day and Kirkland & Ellis discussed feedback Kirkland & Ellis had received from Thoma Bravo regarding the proposed resolution of open business issues in the merger agreement and other transaction documents including, but not limited to, (i) making meaningful progress on the interim operating covenants, (ii) an increase in the proposed termination fee payable by Calabrio and termination fee payable by the Company, (iii) a concession that the expense reimbursement previously proposed by Thoma Bravo would be removed from the merger agreement and no expense reimbursement would be payable if the Verint stockholders did not vote in favor of the proposed transaction or in the event of a material breach by Verint, (iv) an updated Thoma Bravo position on the treatment of equity awards, (v) a continued request for an integration covenant, (vi) an acceptance of Verint’s position on the parties required to sign the voting and support agreement, and (vii) regulatory covenants.

Later in the day on August 22, 2025, representatives of Thoma Bravo contacted representatives of Jefferies and communicated that, as a result of its further diligence and internal views of the macroeconomics in the sector, Thoma Bravo was prepared to sign the merger agreement before the market opened on Monday, August 25, but only at a cash purchase price of $19.50 per share. Representatives of Jefferies promptly relayed the change in price to Verint management. Thoma Bravo further communicated to representatives of Jefferies that its decreased offer of $19.50 per share was primarily due to declines in valuations in the sector, greater integration risk than previously expected, certain Verint financial metrics being lower than what Thoma Bravo had previously expected, and Thoma Bravo’s difficulties in analyzing Verint’s financial data in Thoma Bravo’s financial models.

On the evening of August 22, 2025, Mr. Bodner communicated the reduced offer price to the Verint Board and M&A Committee. Verint’s M&A Committee met that evening, along with representatives of Jones Day and Jefferies, to discuss the new proposal received from Thoma Bravo, the reasons articulated for the change in the offer price that Thoma Bravo communicated to representatives of Jefferies on August 22, 2025, and the material open points in the merger agreement. Mr. Wright reported that representatives of Thoma Bravo had also contacted him immediately prior to the M&A Committee meeting to notify him of the change in their offer price. The M&A Committee discussed the stated rationale for the proposed change in price, whether the rationale provided by Thoma Bravo for its decrease in the offered price per share of Verint’s Common Stock was justified, the available alternatives for the Company, the reasons the M&A Committee and the Verint Board were negotiating the potential transaction, and proposals for resolution of the open items. After discussion and deliberation, the M&A Committee directed representatives of Jones Day to revise the transaction documents to reflect the committee’s recommended positions, including with respect to price, based on its discussions with representatives of Jones Day and Jefferies, and directed representatives of Jones Day and Jefferies not to engage with Thoma Bravo unless and until the Verint Board authorized engagement.

On August 23, 2025, the Verint Board met with representatives of Jones Day and Jefferies to discuss Thoma Bravo’s revised proposal, including whether there was an opportunity to increase the then-current offer price given the negotiations over the prior week. The Verint Board and representatives of Jones Day and Jefferies also discussed the rationale provided by Thoma Bravo for the change in offer price, whether the rationale provided by Thoma Bravo for its decrease in the offered price per share of Verint’s Common Stock was justified, and the alternatives available to the Company in response, including ending the negotiations. The Verint Board also discussed certain key terms of the merger agreement and disclosure schedules, drafts of which had been shared

 

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with the Verint Board reflecting the positions recommended by the M&A Committee. Representatives of Jefferies communicated that based on their most recent discussions with Thoma Bravo they believed Thoma Bravo was no longer willing to transact at $21.50 per share of Verint’s Common Stock. The Verint Board and representatives of Jefferies also reviewed a preliminary financial analysis of the revised Thoma Bravo offer. After extensive discussion and deliberation with its advisors, and taking into account the recommendation of the M&A Committee and the preliminary financial analysis prepared by Jefferies, the Verint Board directed representatives of Jefferies to communicate to Thoma Bravo, that the Verint Board was prepared to recommend to Verint’s stockholders a transaction at $20.50 per share in cash if Thoma Bravo agreed to Verint’s proposed resolution on the outstanding points in the merger agreement and disclosure schedules and if the transaction was signed and announced prior to the opening of equity trading markets on August 25, 2025.

Following the meeting of the Verint Board on August 23, 2025, at the direction of the Verint Board, representatives of Jefferies communicated to Thoma Bravo that the Verint Board was prepared to agree to a transaction at $20.50 per share in cash and to recommend that stockholders vote to approve the transaction, in each case, subject to the finalization of the transaction documents on the terms to be proposed in the drafts of the transaction documents that Jones Day would share later that day, which would include terms to provide for more deal certainty and protection for Verint in the event that the contemplated transaction was not consummated, and only if the transaction was signed and announced prior to the opening of the equity trading markets on Monday, August 25, 2025. Later on August 23, 2025, at the direction of the Verint Board, Jones Day sent a revised draft of the merger agreement and Verint’s disclosure schedule to Kirkland & Ellis reflecting the positions discussed with the Verint Board including, but not limited to, (i) revising the interim operating covenants to permit Verint to take its desired actions during the sign to close period, (ii) increasing the proposed termination fee payable by Calabrio and the termination fee payable by the Company, (iii) removing the expense reimbursement previously proposed by Thoma Bravo, (iv) proposing two automatic three-month extensions to the End Date (as opposed to one automatic three-month extension) and (v) narrowing the integration covenant.

Throughout August 23 and August 24, 2025, representatives of Jones Day and Kirkland & Ellis held a number of discussions regarding the transaction agreements in an effort to finalize all outstanding points. Representatives of Thoma Bravo communicated to representatives of Jefferies during the evening of August 23, 2025 that they had directed Kirkland & Ellis to remove the go-shop provision previously included in the merger agreement.

On August 24, 2025, first the M&A Committee, and then the Verint Board, met, along with representatives of Jones Day and Jefferies, to discuss the status of the transaction and the transaction documents. The M&A Committee and then the Verint Board was informed that Thoma Bravo had proposed removing automatic extensions to the End Date from the merger agreement and had accepted the Company’s counter-offer of $20.50 per share in cash and its deadline to sign and announce the transaction prior to the opening of the equity trading markets on Monday, August 25, 2025, subject to the Company agreeing to remove the go-shop provision from the merger agreement. Representatives of Jones Day discussed Verint’s proposed final positions on each of the other key terms of the merger agreement and transaction documents, each of which was previously and promptly shared with the Verint Board. The Verint Board discussed and aligned on the proposals, including the removal of the go-shop provision in light of the structured market check process that had been undertaken, obtaining an additional benefit to the Company in the form of a reduced termination fee payable by the Company in certain termination scenarios and taking into account the revisions to the merger agreement proposed by Verint that had been accepted by Thoma Bravo and agreed to propose one automatic three-month extension to the End Date. At the meeting, representatives of Jones Day also reviewed the fiduciary duties and confidentiality obligations of the Verint Board and discussed, among other things, the severance payments and benefits that each executive officer would be entitled to receive in connection with the consummations of the transaction and/or if they were terminated following the consummation of the transaction. Representatives of Jefferies reviewed with the Verint Board Jefferies’ financial analyses with respect to Verint and delivered an oral opinion (which Jefferies subsequently confirmed in writing) that, as of August 24, 2025, and based on and subject to the various assumptions made, procedures followed, matters considered, and limitations and qualifications on the scope of

 

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review undertaken as described in its opinion, the Merger Consideration to be received by the holders of shares of Common Stock pursuant to the proposed Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates). The Jefferies opinion is more fully described in the section of this proxy statement entitled “—Opinion of Jefferies LLC.” The Verint Board authorized management and Jones Day to continue to work to close out any remaining open points in the merger agreement and on the Verint disclosure schedules, and determined to reconvene later that evening to consider the final forms of the transaction documents once they were finalized.

Throughout the day on August 24, 2025, Verint management and representatives of Thoma Bravo and each of their respective advisors exchanged multiple drafts of the merger agreement and related transaction documents and schedules, and engaged in related negotiations to close out all remaining open issues and finalize disclosure schedules.

Later in the evening on August 24, 2025, Verint and Thoma Bravo and their respective advisors agreed to final terms in the merger agreement and finalized the Verint disclosure schedules. Following resolution of these open issues, the final form transaction documents were provided to the Verint Board, together with summaries of the changes from the prior drafts circulated, including to (a) reflect a lower termination fee payable by the Company of $50,000,000, which had been agreed to by Thoma Bravo as an additional benefit to the Company, (b) reflect a termination fee payable by Calabrio of $112,678,299, (c) remove the proposed integration covenant, (d) finalize the terms of an equity financing letter from Thoma Bravo Fund XIV, L.P. whereby Thoma Bravo Fund XIV, L.P. would backstop Calabrio’s obligation to pay the Calabrio termination fee in the event it became due and payable to the Company, and (e) finalize the interim operating and employee covenants. The Verint Board then reconvened, along with representatives of Jefferies and Jones Day. Representatives of Jones Day reviewed the fiduciary duties of the Verint Board as well as the final terms of the transaction agreements. Jones Day and Verint management answered questions from the Verint Board and discussed potential timing and the communications plan.

Following discussion and deliberation, the Verint Board, among other things, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable, fair to, and in the best interests of, the Verint and Verint’s stockholders; (ii) adopted and approved the Merger Agreement and the transactions contemplated thereby, including the Merger; (iii) directed that the Merger Agreement be submitted to Verint’s stockholders for their adoption and approval; and (iv) resolved to recommend that Verint’s stockholders vote to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.

Following approval by the Verint Board, the Merger Agreement, disclosure schedules, voting and support agreement and related transaction documents were executed and delivered by the relevant parties. For additional information regarding the final terms of the Merger Agreement, see the section titled “The Merger Agreement” and the copy of the Merger Agreement attached as Annex A to this proxy statement. For additional information regarding the final terms of the voting and support Agreement, see the section titled “Support Agreements” and the copy of the Support Agreement attached as Annex B to this proxy statement.

Prior to the opening of equity trading markets in the United States on August 25, 2025, Verint issued a press release announcing the signing of the Merger Agreement with Calabrio.

Recommendation of the Verint Board of Directors and Reasons for the Merger

At a meeting of the Verint Board held on August 24, 2025, after consideration, including discussions with the Company’s management and representatives of Jefferies and Jones Day, the Verint Board unanimously:

 

•

declared the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Merger, to be advisable;

 

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•

adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and authorized the execution and delivery of the Merger Agreement and the performance of the Company’s obligations under the Merger Agreement; and

 

•

resolved to recommend to the stockholders of the Company that they vote for the adoption of the Merger Agreement and that such proposal be submitted for approval of the stockholders of the Company at the Special Meeting.

Accordingly, the Verint Board recommends that the stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

In making its determinations and in reaching its recommendations, the Verint Board held a number of meetings and consulted with Verint senior management and its outside legal and financial advisors. The Verint Board considered a number of factors and benefits, including, but not limited to, the following, which are not presented in order of relative importance, that weighed in favor of the Merger:

Merger Consideration

 

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The fact that the price of $20.50 per share of Common Stock in cash payable in the Merger provides certainty, immediate value, and liquidity to all stockholders of Verint;

 

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The historical market prices, volatility, and trading information with respect to shares of Verint Common Stock, including the fact that $20.50 per share to be received by common stockholders of Verint in the Merger represents a premium of approximately 18% over the 10-day volume weighted average share price of the Common Stock on NASDAQ up to June 25, 2025 (the unaffected date); and

 

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The Verint Board’s view that after extensive negotiations with Parent it had obtained Parent’s best offer, and that, as of the date of the Merger Agreement, the Merger Consideration of $20.50 per share of Common Stock in cash represented the highest per share consideration reasonably obtainable.

Verint’s Operating and Financial Condition and Prospects

 

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The current and prospective business environment in which Verint operates, including economic conditions, the competitive landscape, the impact of AI on Verint’s industry and the likely effect of these factors on Verint and its ability to execute its business plans as a standalone public company. In assessing the prospects of Verint, the Verint Board reviewed Verint’s business, assets, financial condition, historical and projected financial performance, opportunities, and execution challenges, as well as market dynamics impacting Verint’s outlook;

 

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The uncertainty of the current and future outlook for the CX market in which the Company operates, including as a result of the impact of AI on the Company’s industry and the transition of the market to CX automation more generally, investor perspectives regarding the impact of AI on the Company’s industry, the risks facing the Company and the opportunities available to the Company, and increased competition from both existing and new competitors, including hyperscalers, AI vendors, CRM vendors, CCaaS vendors, and homegrown tools developed by customers using new AI tools;

 

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The belief of the Verint Board that the $20.50 per share in Merger Consideration payable in cash in the Merger was more favorable to Verint stockholders on a risk-adjusted basis than the potential value that might result from other strategic opportunities potentially available to Verint in the future, based upon the directors’ knowledge of Verint’s business, assets, financial condition and results of operations, Verint’s historical and projected financial performance, and market dynamics, the risks facing the Company and the opportunities available to the Company, and the belief that the Merger represented an attractive and comparatively certain value for Verint stockholders relative to the risk-adjusted prospects for Verint on a standalone basis; and

 

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•

The risks faced by the Company related to succession planning and the need to identify experienced personnel to fill director and executive leadership roles for the Company, including the need to identify a successor to Dan Bodner, 67, who has served as CEO of the Company for over 30 years. While the Verint Board regularly evaluates succession planning for its sitting directors and Verint’s executive leadership positions, and takes succession planning into account when considering the Company’s long-term strategy, the Verint Board considered the adverse effect on Verint’s prospects that could result from the loss of the services of Verint’s directors and executive leadership personnel.

Potential Strategic Alternatives

 

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The Verint Board’s consideration of strategic alternatives, including, among others, remaining an independent company and pursuing Verint’s strategic plan, and the Verint Board’s belief, after discussions with Verint’s management and advisors, that the value offered to stockholders in the Merger, combined with their assessment concerning the certainty of closing, was more favorable to the stockholders of Verint than remaining an independent company or the potential value that might result from other strategic opportunities potentially available to Verint in the future;

 

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The extensive strategic review process conducted by Verint, with the assistance of Jefferies and Evercore, including engagement with multiple counterparties, both strategic and financial, regarding their interest in a potential acquisition of Verint and the conclusion that no other actionable acquisition transaction was currently available to the Company. The Verint Board considered the outreach undertaken by its advisors regarding possible interest in a potential transaction with approximately 28 potential counterparties, and Verint entered into confidentiality agreements with eight counterparties;

 

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The Verint Board also considered the fact that the media coverage regarding Verint’s discussions with potentially interested parties in June of 2025 and in August of 2025 did not result in proposals from any other potential acquirors. For a detailed discussion of the review process, please see the section of this proxy statement above titled “—Background of the Merger”;

 

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The fact that the $20.50 per share Merger Consideration was the high end of the share price range included in the letter of intent delivered by Thoma Bravo on behalf of Parent on July 16, 2025;

 

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The belief of the Verint Board that, after negotiations with Parent and its representatives, $20.50 per share was the highest price that Parent was willing to pay as of the date of execution of the Merger Agreement and that the terms of the Merger Agreement include the most favorable terms to Verint, in the aggregate, to which Parent would be willing to agree; and

 

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The assessment of the Verint Board that none of the possible alternatives to the Merger (including the possibility of continuing to operate Verint as an independent company or pursuing a different transaction, and the desirability and perceived risks of those alternatives, as well as the potential benefits and risks to Verint’s stockholders of those alternatives and the timing and likelihood of effecting such alternatives) was reasonably likely to present superior opportunities for Verint to create greater value for Verint’s stockholders, taking into account execution risks as well as business, competitive, financial, industry, legal, market and regulatory risks.

Negotiation Process

 

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The fact that the terms of the Merger Agreement were the result of arm’s-length negotiations conducted by Verint, with the knowledge and at the direction of the Verint Board (including through the M&A Committee), and with the assistance of Verint’s financial and legal advisors;

 

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The fact that Verint’s legal and financial advisors were involved throughout the process and negotiations and updated the M&A Committee and the Verint Board directly and regularly, which provided the M&A Committee and the Verint Board with additional perspectives on the negotiations in addition to those of Verint’s management; and

 

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•

The enhancements that Verint and its advisors were able to obtain as a result of negotiations with Parent, including the increase in the valuation offered by Parent from the time of its initial offer to the final agreement, changes in the terms and conditions of the Merger Agreement that were favorable to Verint, and the inclusion of provisions in the Merger Agreement that the Verint Board believes enhance closing certainty and increase the likelihood of completing the Merger.

Jefferies’ Opinion and Analysis

 

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The financial analysis of the Merger Consideration reviewed by representatives of Jefferies with the Verint Board, as well as the opinion of Jefferies rendered to the Verint Board on August 24, 2025, to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Merger Consideration to be received by the holders of shares of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates), as more fully described below under the heading “—Opinion of Jefferies LLC” and which full text of the written opinion is attached as Annex C to this proxy statement and is incorporated by reference in this proxy statement in its entirety.

Negotiations with Parent and Terms of the Merger Agreement. The terms and conditions of the Merger Agreement, which were the product of arms’-length negotiations with Parent and Thoma Bravo, including:

 

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The Verint Board’s belief that the terms of the Merger Agreement would be unlikely to deter third parties from making a superior proposal;

 

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Verint’s ability under certain circumstances to furnish information to, and conduct negotiations with, third parties submitting unsolicited alternative acquisition proposals;

 

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The Verint Board’s ability, under certain circumstances, to change, withdraw or modify its recommendation that Verint’s stockholders vote in favor of the adoption of the Merger Agreement;

 

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Verint’s ability, under certain circumstances, to terminate the merger agreement to enter into an alternative acquisition agreement. In that regard, the Verint Board believed that the termination fee of $50,000,000 payable by Verint in such instance is reasonable, consistent with or below similar fees payable in comparable transactions, and not preclusive of other offers;

 

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The requirement that approval of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of the Common Stock;

 

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The requirement that the parties use their respective reasonable best efforts to complete the transactions contemplated by the Merger Agreement, including to obtain HSR Act approval and any other approvals required under antitrust laws and FDI laws, in each case, as promptly as reasonably practicable;

 

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The limited conditions to Parent’s obligation to consummate the merger, including the absence of a financing condition;

 

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The fact that Parent obtained committed debt financing in an amount reasonably necessary to consummate the transactions contemplated by the Merger Agreement;

 

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Representations by Parent in the Merger Agreement that the Financing will be sufficient to (i) pay the aggregate Merger Consideration in respect of the Merger and any other amounts required to be paid by Parent in connection with the consummation of the transactions contemplated by the Merger Agreement, (ii) pay all related fees and expenses payable by Parent and Merger Sub in connection with the transactions contemplated by the Merger Agreement, and (iii) repay all indebtedness under Parent’s existing credit facilities other than in respect of undrawn letters of credit issued thereunder that will be backstopped or cash collateralized utilizing the revolver component of the Financing;

 

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•

The conditions to closing contained in the Merger Agreement, which are limited in number, and which, in the case of the condition relating to the accuracy of Verint’s representations and warranties, is generally subject to a Company Material Adverse Effect qualification;

 

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That the definition of “Company Material Adverse Effect” has a number of customary exceptions and is generally a very high standard applied by courts;

 

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The termination date of August 24, 2026 (subject to extension under certain circumstances to November 24, 2026), which is expected to allow for sufficient time to complete the Merger and obtain all required regulatory approvals;

 

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The terms of the Merger Agreement provide sufficient operating flexibility to Verint to conduct its business in the ordinary course until the earlier of the consummation of the Merger or the termination of the Merger Agreement;

 

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Thoma Bravo Fund XIV, L.P.’s commitment pursuant to an equity financing letter to backstop Parent’s obligation to pay the Parent Termination Fee of $112,678,299 to Verint in the event of a termination for which the Parent Termination Fee is due and payable to Verint pursuant to the terms of the Merger Agreement.

 

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The availability of statutory appraisal rights to Verint stockholders who do not vote in favor of the adoption of the Merger Agreement and otherwise comply with all required procedures under the DGCL; and

 

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Verint’s ability, under circumstances specified in the Merger Agreement, to specifically enforce Parent’s obligation to consummate the Merger if the Financing is or will be funded to Parent.

Business Reputation of Thoma Bravo. The belief of the Verint Board that the business reputation and financial resources of Thoma Bravo were factors that supported the conclusion that a transaction with Parent (which is an affiliate of Thoma Bravo) could be completed quickly and in an orderly manner and had a substantial likelihood of being consummated successfully.

In the course of its deliberations, the Verint Board also considered a variety of material risks and other countervailing factors related to entering into the Merger Agreement, including, but not limited to, the following, which are not presented in order of relative importance:

 

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The fact that Verint’s public stockholders will not participate in any future growth potential, including any growth potential related to Verint’s ongoing efforts in CX that may be accelerated by Verint as a private company, or benefit from any future increase in the value of Verint as a private company following completion of the transactions contemplated by the Merger Agreement;

 

•

The possibility that all conditions to the Merger will not be timely satisfied or waived, and if it is not consummated, that: (i) Verint’s directors, management team and other employees will have expended extensive time and effort and will have experienced significant distractions from their work on behalf of Verint during the pendency of the Merger; (ii) Verint will have incurred significant transaction costs; (iii) Verint’s continuing business relationships with customers, suppliers, partners and employees may be adversely affected; (iv) the trading price of the Common Stock could be adversely affected; (v) the other contractual and legal remedies available to Verint in the event of the termination of the Merger Agreement may be insufficient, costly to pursue, or both; and (vi) the failure of the Merger to be consummated could result in an adverse perception among Verint’s customers, potential customers, employees, and investors, which could cause an adverse impact on Verint’s operating results.

 

•

The potential negative effects of the public announcement of the Merger on Verint’s sales, operating results, business model, and stock price, its ability to retain key management, sales, engineering, and other personnel, and its relationships with customers, suppliers and partners;

 

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•

The restrictions on the conduct of Verint’s business prior to the completion of the Merger, requiring Verint to conduct its business in the ordinary course and preventing Verint from taking certain specified actions, subject to specific limitations;

 

•

The significant costs involved in connection with entering into the Merger Agreement and the significant costs to be incurred in completing the Merger (many of which are payable whether or not the Merger is consummated) and the substantial time and effort of Verint management required to complete the Merger, which may disrupt its business operations and have a negative effect on its financial results;

 

•

The fact that completion of the Merger requires approval (or expiration of the waiting period) under the HSR Act and certain non-U.S. antitrust and FDI laws and the possibility that regulatory agencies may delay, object to, or challenge the merger or may seek to impose terms and conditions on their approvals that are not acceptable to Parent. In this regard, the Verint Board considered the provisions of the Merger Agreement related to obtaining the regulatory approvals required to complete the Merger, including that the Merger Agreement did not provide for a regulatory termination fee payable by Parent in the event the Merger Agreement was terminated in certain circumstances at a time when the applicable required regulatory approvals required to complete the Merger had not been obtained;

 

•

The conditions to the obligations of Parent to complete the Merger and the right of Parent to terminate the Merger Agreement under certain circumstances;

 

•

The possibility that the Financing contemplated by the Debt Commitment Letter will not be obtained, resulting in Parent not having sufficient funds to complete the Merger notwithstanding the absence of a financing condition in the Merger Agreement;

 

•

The restrictions on the conduct of Verint’s business prior to the consummation of the Merger, which may delay or prevent the Company from undertaking strategic initiatives before the completion of the Merger that, absent the merger agreement, Verint might have pursued;

 

•

The fact that the Merger Agreement precludes Verint from actively soliciting alternative acquisition proposals, and the possibility that Verint may be obligated to pay Parent a termination fee of $50,000,000 in the event that Verint terminates the Merger Agreement under certain circumstances;

 

•

The fact that Parent’s liabilities for monetary damages payable for breaches under the Merger Agreement are limited to $112,678,299;

 

•

The risk that Verint’s stockholders may not approve the Merger;

 

•

The possible alternatives to the acquisition of Verint by Parent, the range of potential benefits to stockholders of these alternatives, and the timing and the likelihood of accomplishing the goals of such alternatives, as well as the Verint Board’s assessment that none of these alternatives were reasonably likely to create greater value for stockholders;

 

•

The possibility that, although the Merger provides Verint’s stockholders with the opportunity to realize a premium to the price at which shares of Common Stock traded immediately prior to media reports regarding a potential sale of the Company, the proposed consideration of $20.50 per share of Common Stock was less than the 52-week high closing price for the Common Stock and the price for shares of Common Stock might have increased in the future to a price greater than $20.50.

 

•

The risk of litigation arising from stockholders in respect of the Merger Agreement or transactions contemplated by the Merger Agreement;

 

•

The possible loss of key management or other personnel of Verint during the pendency of the merger; and

 

•

The fact that the consideration consists of cash and will therefore be taxable to Verint stockholders who are subject to taxation for U.S. federal income tax purposes.

 

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In addition, the Verint Board was aware of and considered the interests of Verint’s directors and executive officers that may be different from, or in addition to, the interests of stockholders generally when approving the Merger Agreement and recommending that stockholders vote to adopt the Merger Agreement. For more information, see the section of this proxy statement titled “—Interests of the Directors and Executive Officers of Verint in the Merger.”

The foregoing discussion of the information and factors considered by the Verint Board in reaching its conclusions and recommendations is intended to be illustrative and not exhaustive. In light of the variety of factors considered in connection with their evaluation of the Merger and the complexity of these matters, the Verint Board did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching their respective determinations. In considering the factors described above and any other factors, individual members of the Verint Board may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, the Verint Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Verint Board, but rather the Verint Board conducted an overall review of the factors described above, including discussions with Verint’s senior management and legal and financial advisors.

The foregoing discussion of the reasoning and consideration of certain factors by the Verint Board and the resulting determinations and recommendation, and certain other information presented in this section, as well as similar information included in this proxy statement, is forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section of this proxy statement titled “Cautionary Statement Regarding Forward-Looking Statements.” For the reasons described above, and in light of other factors that the Verint Board believed were appropriate to consider, the Verint Board approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommends that stockholders vote in favor of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

Opinion of Jefferies LLC

Verint retained Jefferies as its financial advisor in connection with a possible sale, disposition or other business transaction involving Verint. In connection with this engagement, Verint requested that Jefferies evaluate the fairness, from a financial point of view, to holders of shares of Common Stock of the Merger Consideration to be received by such holders (other than Parent, Merger Sub and their respective affiliates) pursuant to the Merger Agreement. At a meeting of the Board held on August 24, 2025, Jefferies rendered its opinion to the Board to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the Merger Consideration to be received by the holders of shares of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and their respective affiliates).

The full text of Jefferies’ opinion, which describes the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex C to this proxy statement and is incorporated herein by reference. Verint encourages you to read the opinion carefully and in its entirety.

Jefferies’ opinion was provided for the use and benefit of the Board (in its capacity as such) in its evaluation of the Merger Consideration from a financial point of view and did not address any other aspect of the Merger or any other matter. Jefferies’ opinion did not address the relative merits of the Merger as compared to any alternative transaction or opportunity that might be available to Verint, nor did it address the underlying business decision by Verint to engage in the Merger or any term, aspect or implication of any other agreement (or amendment thereto or related arrangements) entered into in connection with, or contemplated by or resulting from, the Merger or otherwise. Jefferies’ opinion did not

 

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constitute a recommendation as to how the Board or any holder of shares of Common Stock should vote on or otherwise act with respect to, the Merger or any other matter. The following summary is qualified in its entirety by reference to the full text of Jefferies’ opinion.

In arriving at its opinion, Jefferies, among other things:

 

•

reviewed a draft dated August 24, 2025 of the Merger Agreement;

 

•

reviewed certain publicly available financial and other information about Verint;

 

•

reviewed certain information furnished to Jefferies and approved for Jefferies’ use by Verint’s management, including financial forecasts and analyses, relating to the business, operations and prospects of Verint (the “Verint Forecasts”);

 

•

held discussions with members of senior management of Verint concerning the matters described in the second and third bullets above;

 

•

reviewed the share trading price history and valuation multiples for the Common Stock and compared them with those of certain publicly traded companies that Jefferies deemed relevant;

 

•

compared the proposed financial terms of the Merger with the financial terms of certain other transactions that Jefferies deemed relevant; and

 

•

conducted such other financial studies, analyses and investigations as Jefferies deemed appropriate.

In Jefferies’ review and analysis and in rendering its opinion, Jefferies assumed and relied upon, but did not assume any responsibility to independently investigate or verify, the accuracy and completeness of all financial and other information that was supplied or otherwise made available to Jefferies by Verint or that was publicly available to Jefferies (including, without limitation, the information described above), or that was otherwise reviewed by Jefferies. Jefferies relied on assurances of the management of Verint that it was not aware of any facts or circumstances that would make any of the foregoing information incomplete, inaccurate or misleading. In its review, Jefferies did not obtain any independent evaluation or appraisal of any of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise), nor did Jefferies conduct a physical inspection of any of the properties or facilities of, Verint, and Jefferies was not furnished with and assumed no responsibility to obtain, any such evaluations, appraisals or physical inspections. Jefferies did not evaluate the solvency or fair value of Verint, Parent or any other entity under any laws relating to bankruptcy, insolvency or similar matters.

With respect to the financial forecasts provided to and reviewed by Jefferies, Jefferies noted that projecting future results of any company is inherently subject to uncertainty. However, Jefferies was advised, and Jefferies assumed, that such financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Verint as to the future financial performance of Verint and the other matters covered thereby. Jefferies expressed no opinion as to Verint’s financial forecasts or the assumptions on which they were based.

Jefferies’ opinion was based on economic, monetary, regulatory, market and other conditions existing and which could be evaluated as of the date thereof. Jefferies expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting Jefferies’ opinion of which Jefferies becomes aware after the date thereof.

Jefferies made no independent investigation of, and Jefferies expressed no view or opinion as to, any legal, regulatory, accounting or tax matters affecting or relating to Verint, and Jefferies assumed the correctness in all respects material to its analyses and opinion of all legal, regulatory, accounting and tax advice given to Verint and its Board, including, without limitation, with respect to changes in, or the impact of, accounting standards or

 

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tax and other laws, regulations and governmental and legislative policies affecting Verint or the Merger and legal, regulatory, accounting and tax consequences of the terms of, and transactions contemplated by, the Merger Agreement and related documents to Verint and its stockholders. In addition, in preparing its opinion, Jefferies did not take into account any tax consequences of the transaction to any holder of shares of Common Stock. Jefferies assumed that the Merger would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any term, condition or agreement and in compliance with all applicable laws, documents and other requirements and that the final form of the Merger Agreement would be substantially similar to the last draft reviewed by Jefferies. Jefferies also assumed that in the course of obtaining the necessary governmental, regulatory or third-party approvals, consents, waivers and releases for the Merger or otherwise, including with respect to any divestitures or other requirements, no delay, limitation, restriction or condition would be imposed or occur that would have an adverse effect on Verint, Parent or the contemplated benefits of the Merger or that otherwise would be material in any respect to Jefferies’ analyses or opinion.

Jefferies’ opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any alternative transaction or opportunity that might be available to Verint, nor did it address the underlying business decision by Verint to engage in the Merger or the terms of the Merger Agreement or the documents referred to therein, including the form or structure of the Merger or any term, aspect or implication of any other agreements, arrangements or understandings entered into in connection with, or contemplated by or resulting from the Merger or otherwise. Jefferies’ opinion did not constitute a recommendation as to how any holder of shares of Common Stock should vote on the Merger or any matter related thereto. Jefferies was not asked to address, and its opinion did not address, the fairness to, or any other consideration of, the holders of any class of securities, creditors or other constituencies of Verint or any other party, other than the holders of shares of Common Stock. Jefferies expressed no view or opinion as to the price at which shares of Common Stock would trade or otherwise be transferrable at any time. Furthermore, Jefferies did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation or other consideration payable to or to be received by any of Verint’s officers, directors or employees, or any class of such persons, in connection with the Merger relative to the Merger Consideration to be received by holders of shares of Common Stock or otherwise. Jefferies’ opinion was authorized by the Fairness Committee of Jefferies LLC.

In connection with rendering its opinion to the Board, Jefferies performed certain financial and comparative analyses, including those described below. The following summary is not a complete description of all analyses performed and factors considered by Jefferies in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected public companies and selected transactions analyses summarized below, no company used as a comparison was identical or directly comparable to Verint. These analyses necessarily involved complex considerations and judgments concerning financing characteristics and other factors that could affect the public trading or other values of the companies concerned.

Jefferies believes that its analyses and the summary below must be considered as a whole and in context and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Jefferies’ analyses and opinion. Jefferies did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

The estimates of the future performance of Verint in or underlying Jefferies’ analyses are not necessarily indicative of future results or values, which may be significantly more or less favorable than those estimates. In performing its analyses, Jefferies considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Verint. Estimates of the financial value of companies or businesses do not purport to be appraisals or necessarily reflect the prices at which companies, businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the implied reference ranges

 

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resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as Jefferies’ view of the actual value of Verint or its businesses or securities.

The terms of the Merger were determined through negotiations between Verint, on one hand, and Parent and Merger Sub, on the other hand, and the decision by Verint to enter into the Merger Agreement was solely that of the Board. Jefferies’ opinion and financial analyses were only one of many factors considered by the Board in its evaluation of the Merger Consideration and should not be viewed as determinative of the views of the Board or Verint management with respect to the Merger or the Merger Consideration payable in the Merger.

Financial Analyses

The summary of the financial analyses described in this section is a summary of the material financial analyses reviewed with the Board and performed by Jefferies in connection with its analyses and opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand Jefferies’ financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Jefferies’ financial analyses. The order in which the financial analyses summarized below appear does not necessarily reflect the relative importance or weight given to such analyses. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 22, 2025, and is not necessarily indicative of current or future market conditions.

Selected Public Companies Analysis

Jefferies reviewed publicly available financial, stock market and operating information of Verint and the following five selected publicly traded companies in the customer engagement software industry that have financial and operating characteristics that Jefferies, in its professional judgment, considered generally relevant for purposes of its analysis, which are collectively referred to as the “selected companies”:

 

•

8x8, Inc.

 

•

Five9, Inc.

 

•

NICE Ltd.

 

•

RingCentral, Inc.

 

•

Zoom Communications, Inc.

Jefferies reviewed, among other information and to the extent publicly available, enterprise values (“EVs”) of the selected companies, calculated as fully diluted equity values based on closing stock prices on August 22, 2025, plus total debt, capital leases, preferred equity and non-controlling interests, minus cash and cash equivalents, as a multiple of each company’s estimated earnings before interest, taxes, depreciation and amortization, as applicable (“Adjusted EBITDA”), for the calendar years 2025 and 2026, which Jefferies refers to as “CY 2025E” and “CY 2026E,” respectively. Financial data of the selected companies were based on publicly available research analysts’ estimates, public filings and other publicly available information.

The financial data reviewed included the following:

Selected Public Companies Analysis

 

Financial Metric

Low

Median

High

EV / CY 2025E Adjusted EBITDA

6.5x

7.8x

9.7x

EV / CY 2026E Adjusted EBITDA

6.0x

7.3x

9.0x

 

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Jefferies applied a selected range of enterprise value to estimated Adjusted EBITDA multiples of 6.5x to 9.0x and 6.0x to 8.5x to corresponding data of Verint based on the Verint Forecasts for estimated Adjusted EBITDA for CY 2025E (fiscal year end on January 31, 2026) and CY 2026E (fiscal year end on January 31, 2027), respectively, unburdened by stock-based compensation expense and unburdened by capitalized software, to determine ranges of implied enterprise values for Verint. Jefferies then subtracted Verint’s net debt, preferred equity and minority interest as of July 31, 2025 to calculate a range of implied equity values, and divided the result by the number of fully diluted shares of Common Stock outstanding, each as provided by Verint management, to calculate a range of implied per share equity values for Verint. This analysis indicated the reference ranges of implied per share equity values set forth in the table below, in each case as compared to the Merger Consideration of $20.50 per share.

Selected Public Companies Analysis

 

Financial Metric		Selected Multiple Range				Implied Per Share Equity Value Reference Range
EV / CY 2025E Adjusted EBITDA			6.5x – 9.0x			$	17.46 – $27.96
EV / CY 2026E Adjusted EBITDA			6.0x – 8.5x			$	17.38 – $28.73

No company utilized in the selected public companies analysis is identical to Verint. In evaluating the selected public companies, Jefferies made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Verint’s and Jefferies’ control.

Selected Transactions Analysis

Jefferies reviewed publicly available financial, stock market and operating information of Verint and company filings, definitive proxy statements, press releases and Wall Street research relating to the following twelve historical M&A transactions, announced since May 2013, involving companies in the enterprise software industry that have financial and operating characteristics that Jefferies, in its professional judgment, considered generally relevant for purposes of its analysis, which are collectively referred to as the “selected transactions”:

Selected Transactions Analysis

 

Announcement Date		Target		Acquiror
February 7, 2025		SolarWinds Corporation		Turn/River Capital, L.P.
February 26, 2024		Broadcom Inc. (End User Computing Division)		KKR & Co. Inc.
April 26, 2022		Kofax (Thoma Bravo portfolio company)		Clearlake Capital Group, L.P. / TA Associates
April 7, 2022		CDK Global Inc.		Brookfield Business Partners
May 10, 2021		Aspect Software & Noble Systems		Abry Partners
March 8, 2021		McAfee Corp. (Enterprise Business)		Symphony Technology Group
February 18, 2020		RSA Security (Dell Technologies)		Symphony Technology Group
December 17, 2019		LogMeIn, Inc.		Francisco Partners / Evergreen Coast Capital Corporation

 

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Announcement Date		Target		Acquiror
October 22, 2019		Cision Ltd.		Platinum Equity
May 9, 2017		West Corp		Apollo Global Management LLC
July 7, 2016		AVG Technologies N.V.		Avast Software (Summit Partners)
May 6, 2013		BMC Software Inc.		Bain Capital / Golden Gate Capital / GIC / Insight Venture Partners

The financial data reviewed included the following:

Selected Transactions Analysis

 

Financial Metric

25th Percentile

Median

75th Percentile

EV / LTM Adjusted EBITDA

8.2x

9.0x

10.9x

Jefferies applied a selected range of enterprise value to the last twelve months (“LTM”) Adjusted EBITDA multiples derived from the selected transactions analysis of 8.0x to 11.0x to the LTM Adjusted EBITDA of Verint for the twelve months ended July 31, 2025 to determine a range of implied enterprise values for Verint. Jefferies then subtracted Verint’s net debt, preferred equity and minority interest as of July 31, 2025 to calculate a range of implied equity values, and divided the result by the number of fully diluted shares of Common Stock outstanding, each as provided by Verint management, to calculate a range of implied per share equity values. This analysis indicated the reference ranges of implied per share equity values set forth in the table below, in each case as compared to the Merger Consideration of $20.50 per share.

Selected Transactions Analysis

 

Financial Metric		Selected Multiple Range				Implied Per Share Equity Value Reference Range
EV / LTM Adjusted EBITDA			8.0x – 11.0x			$	15.91 – $25.57

No transaction utilized as a comparison in the selected transactions analysis is identical to the Merger. In evaluating the Merger, Jefferies made numerous judgments and assumptions with regard to industry performance, general business, economic, market, and financial conditions and other matters, many of which are beyond the control of Verint and Jefferies.

Discounted Cash Flow Analysis

Jefferies performed a discounted cash flow analysis of Verint by calculating the estimated present value of the stand-alone unlevered free cash flows that Verint was forecasted to generate during the second half of fiscal year 2026 and the fiscal years ending January 31, 2027, through January 31, 2033, based on the Verint Forecasts (and burdened by stock-based compensation expense). The terminal values of Verint were calculated by applying a selected range of perpetuity growth rates of 4.0% to 5.0% to Verint’s estimated terminal year unlevered free cash flows, based on the Verint Forecasts and per management guidance. The present values of the unlevered free cash flows and terminal values of Verint were then calculated using a selected discount rate range of 12.4% to 13.4%, based on an estimate of Verint’s weighted average cost of capital, to determine a range of implied enterprise values for Verint. Jefferies then subtracted Verint’s net debt, preferred equity and minority interest as of July 31, 2025, to calculate a range of implied equity values, and divided the result by the number of fully

 

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diluted shares of Common Stock outstanding, each as provided by Verint management, to calculate a range of implied per share equity values for Verint. This analysis indicated a reference range of implied per share equity values of $18.43 to $23.99 per share, as compared to the Merger Consideration of $20.50 per share.

Miscellaneous

Verint has agreed to pay Jefferies for its financial advisory services in connection with the Merger an aggregate fee of $31.8 million, $2.5 million of which became payable upon the delivery of Jefferies’ opinion and the balance of which is payable contingent upon the closing of the Merger. In addition, Verint agreed to reimburse Jefferies for expenses, including fees and expenses of counsel, incurred in connection with Jefferies’ engagement and to indemnify Jefferies and related parties against liabilities, including liabilities under federal securities laws, arising out of or in connection with the services rendered and to be rendered by Jefferies under its engagement.

As the Board was aware, during the two-year period prior to the date of Jefferies’ opinion, Jefferies and its affiliates have not provided investment banking services to Verint (other than in connection with Jefferies’ current engagement) for which Jefferies and its affiliates have received compensation. During the two-year period prior to the date of Jefferies’ opinion, Jefferies and its affiliates have provided financial advisory and financing services to Thoma Bravo and/or certain of its affiliates and portfolio companies, for which Jefferies and its affiliates have received aggregate compensation of approximately $23.0 million. Jefferies and its affiliates may provide financial advisory and/or financing services to Verint, Thoma Bravo and/or their respective affiliates and portfolio companies in the future, for which services Jefferies and its affiliates would expect to receive compensation. In the ordinary course of Jefferies’ business, Jefferies and its affiliates may trade or hold securities or financial instruments (including loans and other obligations) of Verint, Thoma Bravo and/or their respective affiliates and portfolio companies for Jefferies’ own account and for the accounts of Jefferies’ customers and, accordingly, may at any time hold long or short positions in those securities.

Jefferies was selected as Verint’s financial advisor in connection with the Merger because, among other things, Jefferies is an internationally recognized investment banking firm with substantial experience in mergers and acquisition transactions and based on its familiarity with Verint’s business and industry. Jefferies is regularly engaged in the valuation of businesses and their securities in connection with mergers, acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities and private placements.

Certain Unaudited Prospective Financial Information

Except for financial outlooks issued in connection with its ordinary course earnings announcements, Verint does not, as a matter of course, publicly disclose financial forecasts or projections as to future performance, earnings or other results due to, among other reasons, the inherent uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates, especially over longer-term periods.

In connection with the review of strategic alternatives, at the direction of the Board, Verint management prepared the Verint Forecasts consisting of (i) unaudited non-public prospective financial information for Verint, on a standalone basis without giving effect to the Merger, for the fiscal years ending January 31, 2026 through January 31, 2033 and (ii) unaudited non-public prospective financial information for Verint, on a standalone basis without giving effect to the Merger, for the fiscal years ending January 31, 2026 through January 31, 2028 (the “Three-Year Model”). The Verint Forecasts were developed solely using the information available to Verint management at the time they were created. The Verint Forecasts were provided to and considered by the Board in connection with its evaluation of the Merger in comparison to Verint’s other strategic alternatives, including remaining as a standalone company. The Verint Forecasts were also provided to representatives of Jefferies, and the Board directed representatives of Jefferies to use the Verint Forecasts for purposes of its financial analyses and opinion, as described in the section of this proxy statement captioned “—Opinion of Jefferies LLC.” The Three-Year Model was made available to potential counterparties to a strategic transaction, including Parent.

 

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Although the information in the Verint Forecasts is presented with numerical specificity, it reflects numerous estimates and assumptions made by Verint management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Verint’s business, in each case as of the date it was prepared, all of which are difficult or impossible to predict accurately and many of which are beyond Verint’s control.

The following table summarizes the Verint Forecasts:

 

		Fiscal Year Ending January 31
(in millions)		2026				2027				2028				2029				2030				2031				2032				2033
Revenue		$	960			$	1,024			$	1,092			$	1,165			$	1,242			$	1,326			$	1,417			$	1,515
Gross Profit		$	708			$	757			$	812			$	870			$	931			$	996			$	1,067			$	1,144
Adjusted EBITDA(1)		$	274			$	296			$	324			$	355			$	385			$	418			$	455			$	496
Less: Depreciation & Amortization			(28	)			(28	)			(29	)			(31	)			(32	)			(33	)			(34	)			(35	)
Less: Stock-Based Compensation			(75	)			(80	)			(84	)			(89	)			(95	)			(100	)			(106	)			(113	)
Adjusted EBIT(2)		$	171			$	189			$	211			$	234			$	258			$	285			$	315				348
Less: Taxes at 17%			(29	)			(32	)			(36	)			(40	)			(44	)			(48	)			(54	)			(59	)
After Tax Adjusted EBIT		$	142			$	157			$	175			$	194			$	214			$	237			$	261			$	289
Plus: Depreciation & Amortization			28				28				29				31				32				33				34				35
Less: Capital Expenditures			(28	)			(28	)			(31	)			(32	)			(33	)			(33	)			(34	)			(35	)
Less: Change in Net Working Capital			(63	)			(60	)			(59	)			(63	)			(66	)			(69	)			(72	)			(75	)
Unlevered Free Cash Flow(3)		$	79			$	96			$	114			$	131			$	148			$	168			$	189			$	213

 

		Fiscal Year Ending January 31
(dollars in millions)		2026				2027				2028
Subscription Annual Recurring Revenue(4)
Bundled SaaS ARR(5)		$	364			$	383			$	409
Unbundled SaaS (Verint Hosted) ARR		$	51			$	124			$	204
Verint Hosted (AI) ARR		$	415			$	506			$	614
Unbundled SaaS (Other Hosted) ARR		$	251			$	245			$	228
Managed Services ARR		$	23			$	23			$	22
Support ARR		$	79			$	57			$	36
Total Subscription ARR		$	768			$	832			$	900
SaaS ACV Bookings(6)		$	138			$	152			$	164
Gross Revenue Retention(7)			88.5	%			88.5	%			88.5	%
Non-Recurring Revenue(8)		$	192			$	192			$	192
Total Expenses		$	714			$	756			$	797
Cash Generation(9)		$	960			$	1,024			$	1,092
Cash Contribution(10)		$	247			$	268			$	295
Free Cash Flow(11)		$	147			$	169			$	191

(1)

Adjusted EBITDA is a non-GAAP measure defined as net income (loss) before interest expense, interest income, income taxes, depreciation expense, amortization expense, stock-based compensation expenses, revenue adjustments, restructuring expenses, acquisition expenses and other expenses excluded from Verint’s non-GAAP financial measures. Adjusted EBITDA is a non-GAAP financial measure and should

 

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not be considered as an alternative to net income or operating income as a measure of operating performance or cash flows or as a measure of liquidity.

(2)	Adjusted EBIT is a non-GAAP measure defined as Adjusted EBITDA less depreciation expense, amortization expense and stock-based compensation expenses.

(3)	Unlevered Free Cash Flow is a non-GAAP measure defined as free cash flow less stock-based compensation expenses plus interest expense net of tax.

(4)

Subscription Annual Recurring Revenue (“ARR”) represents the annualized quarterly run-rate value of Verint’s active or signed subscription agreements at the end of the period and is comprised of the ARR calculated for Verint’s SaaS, Support, and Optional Managed Services contracts. Under ASC Topic 606, Revenue from Contracts with Customers, Verint is required to recognize a significant portion of its Unbundled SaaS contracts at a point in time when the software is first made available to the customer, or at the beginning of the subscription term, despite the fact that Verint’s contracts typically call for billing these amounts annually or more frequently over the life of the subscription. This point-in-time recognition of a portion of Verint’s recurring revenue creates significant variability in the revenue recognized period to period based on the timing of the subscription start date and the subscription term and can create a significant difference between the timing of Verint’s revenue recognition and the actual customer billing under the contract. Verint uses ARR to measure the underlying performance of its subscription-based contracts and mitigate the impact of this variability as ARR reduces fluctuations due to seasonality, contract term, and the sales mix of subscriptions. ARR should be viewed independently of revenue, and does not represent Verint’s revenue under ASC 606 on an annualized basis, as it is an operating metric that is impacted by contract start and end dates and renewal rates. ARR is not intended to be a replacement for forecasts of revenue and does not include revenue reported as nonrecurring revenue in Verint’s consolidated statement of operations. ARR does not have any standardized meaning and is therefore unlikely to be comparable to similarly titled measures presented by other companies. Readers should consider ARR operating measure only in conjunction with Verint’s GAAP financial results.

(5)

Bundled SaaS ARR represents the annualized quarterly run-rate value of active or signed bundled SaaS contracts as of the end of a period. In the case of acquired contracts that allow for early termination, bundled SaaS ARR will reflect the annualized amount of committed contracts in the first quarter and then proportionally increase to the remaining amount of annualized ARR in the subsequent three quarters during the first year post acquisition. Verint uses bundled SaaS ARR to identify the annual recurring value of customer contracts at the end of a reporting period and to monitor the growth of its recurring business on a ratable basis. Readers should consider Bundled SaaS ARR operating measure only in conjunction with Verint’s GAAP financial results.

(6)

SaaS Annual Contract Value (“ACV”) includes the annualized contract value of all new SaaS contracts received within the period; new unbundled SaaS contracts only include the license portion of those orders. In cases where SaaS is offered to partners through usage-based contracts, Verint includes the incremental value of usage contracts over a rolling four quarters. Orders are only included in SaaS ACV with a completed customer contract signed by both parties before the end of the period. Unbundled SaaS ACV includes only the ACV of the unbundled SaaS contracts included in SaaS ACV. Bundled SaaS ACV includes only the ACV of the bundled SaaS contracts included in SaaS ACV and is comprised of two components:

 

(a)

New Deals ACV, which represents the annual contract value of new bundled SaaS contracts, received within the period. This includes purchases of new applications by both new and existing customers as well as expansions of entitlements to applications already in use by existing customers, other than if in connection with a conversion. AI booking from new deals represents the portion of New Deals ACV attributable specifically to AI applications.

 

(b)

Conversion ACV, which represents the bundled SaaS annual contract value sold to a customer who is converting from an on-premises application to the Verint Cloud within the period. This metric also includes the value of incremental licenses or expansion of entitlements as part of the conversion, including for AI applications.

 

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(7)	Gross Revenue Retention represents the amount of ARR retained over an annual period from existing customers excluding expansion activity.

(8)

Represents nonrecurring perpetual revenue and professional services and other revenue. Nonrecurring perpetual revenue primarily consists of perpetual licenses and hardware. Nonrecurring professional services and other revenue primarily consists of installation services, business advisory consulting and training services, and patent royalties.

(9)	Cash Generation represents the sum of ARR and nonrecurring perpetual and nonrecurring professional services and other revenue and provides an estimate of the cash-producing potential of Verint’s entire business.

(10)	Cash Contribution is defined as Cash Generation less cost of revenue and operating expenses and helps assess how effectively Verint converts its revenue streams into cash.

(11)	Free Cash Flow is a non-GAAP measure defined as GAAP cash provided by operating activities less Verint’s capital expenditures, which include purchases of property and equipment and capitalized software development costs.

Verint believes the non-GAAP financial measures described above, used in conjunction with the corresponding GAAP measures, are useful supplemental information about the financial performance of its business by (i) facilitating the comparison of Verint financial results and business trends between periods, by excluding certain items that either can vary significantly in amount and frequency, are based upon subjective assumptions, or in certain cases are unplanned for or difficult to forecast, (ii) facilitating the comparison of Verint’s financial results and business trends with other technology companies who publish similar non-GAAP measures, and (iii) allowing readers to see and understand key supplementary metrics used by Verint’s management to run its business, including for budgeting and forecasting, resource allocation, and compensation matters.

Cautionary Note About the Verint Forecasts

The Verint Forecasts were developed by Verint management as then-current estimates of Verint’s future financial performance as an independent company, without giving effect to the Merger, or any changes to Verint’s operations or strategy that may be implemented in connection with the pendency of, or following the consummation of, the Merger. The Verint Forecasts also do not consider the effect of any failure of the Merger to be completed, and should not be viewed as accurate or continuing in that context. The Verint Forecasts do not take into account any circumstances, transactions or events occurring after the date on which the Verint Forecasts were prepared and do not give effect to any changes after the date on which they were made, including as a result of the Merger or any effects of the Merger.

The Verint Forecasts were not prepared with a view toward public disclosure or complying with U.S. generally accepted accounting principles (“GAAP”), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Verint Forecasts included in this document have been prepared by, and are the responsibility of, Verint management. Neither Verint’s independent auditor nor any other independent accountants have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Verint Forecasts, nor have they expressed an opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Although the Verint Forecasts are presented with numerical specificity, they reflect numerous assumptions and estimates as to future events, made by Verint management that Verint management believed in good faith were reasonable. Verint’s ability to achieve the financial results contemplated by the Verint Forecasts will be affected by its ability to achieve its strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated therewith. The Verint Forecasts reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause

 

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the Verint Forecasts not to be achieved include, among others, the risks identified in Verint’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended January 31, 2025, its Quarterly Reports on Form 10-Q for the fiscal quarters ended April 30, 2025 and July 31, 2025, and subsequent filings with the SEC, as well as the section titled “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement. Additional factors that may impact Verint or its business can be found in the various risk factors included in Verint’s periodic filings with the SEC. All of these factors are difficult to predict, and many of them are outside of Verint’s control. As a result, there can be no assurance that the Verint Forecasts will be realized, and actual results may be materially better or worse than those contained in the Verint Forecasts. The Verint Forecasts may differ from publicized analyst estimates and forecasts. You should evaluate the Verint Forecasts, if at all, in conjunction with Verint’s historical financial statements and other information regarding Verint contained in its public filings with the SEC. The Verint Forecasts may not be consistent with Verint’s historical operating data as a result of the assumptions and estimates detailed above. Except to the extent required by applicable federal securities laws, Verint does not intend to update or otherwise revise the Verint Forecasts to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events.

Because the Verint Forecasts reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Verint Forecasts also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Verint Forecasts are not, and should not be considered to be, a guarantee of future operating results. The Verint Forecasts should not be regarded as an indication that Verint’s management, the Board or any of their respective advisors, or any other person, considered or now considers the Verint Forecasts to be necessarily predictive of actual future results. Further, the Verint Forecasts are not fact and should not be relied upon as being necessarily indicative of Verint’s future results or for purposes of making any investment decision.

Certain of the financial measures included in the Verint Forecasts are not calculated in accordance with GAAP. Financial measures such as Adjusted EBITDA, Adjusted EBIT, After Tax Adjusted EBIT, Unlevered Free Cash Flow and Free Cash Flow are non-GAAP financial measures. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Verint Forecasts, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Verint Forecasts are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Board, Jefferies or Parent. Accordingly, no reconciliation of the non-GAAP financial measures included in the Verint Forecasts is provided in this proxy statement.

The Verint Forecasts constitute forward-looking statements. By including the Verint Forecasts in this proxy statement, none of Verint, the Board, Jefferies or any of Verint’s or the Board’s respective representatives and advisors has made or makes any representation to any person regarding Verint’s ultimate performance as compared to the information contained in the Verint Forecasts. The inclusion of the Verint Forecasts should not be regarded as an indication that the Board, Verint, Jefferies or any other recipient of the Verint Forecasts considered, or now considers, the Verint Forecasts to be predictive of Verint’s actual performance or actual future results, and you should not rely on the Verint Forecasts as such. For information on factors that may cause Verint’s future results to materially vary, see the section of this proxy statement titled “Cautionary Statement Regarding Forward-Looking Statements.” Further, the inclusion of the Verint Forecasts in this proxy statement does not constitute an admission or representation by Verint that the information presented is material. The Verint Forecasts are included in this proxy statement solely to give stockholders access to the information that

 

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was made available to the Board, Jefferies and Parent, as described above. The Verint Forecasts are not included in this proxy statement in order to influence any stockholder as to how to vote at the special meeting with respect to the Merger, or whether to seek appraisal rights with respect to their shares.

In light of the foregoing factors and the uncertainties inherent in the Verint Forecasts, stockholders are cautioned not to place undue reliance, if any, on the Verint Forecasts.

Interests of the Directors and Executive Officers of Verint in the Merger

Certain of Verint’s directors and executive officers may have financial or other interests in the Merger that are different from, or in addition to, the interests of stockholders generally. The Board was aware of these potential interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in reaching its decision to approve the Merger Agreement and the Merger, and to recommend that stockholders approve the Merger Agreement as more fully discussed in “—Recommendation of the Verint Board of Directors and Reasons for the Merger.” In addition to the rights described in this section, the executive officers of Verint may be eligible to receive some or all of the generally applicable benefits described under the section titled “The Merger Agreement—Employee Matters” beginning on page 106.

Verint’s current executive officers and their respective positions are as follows:

 

Name		Position
Dan Bodner		Chairman and Chief Executive Officer
Elan Moriah		President
Peter Fante		Chief Administrative Officer
Grant Highlander		Chief Financial Officer

Verint’s current non-employee directors are as follows:

 

Name		Position
Linda Crawford		Director
Stephen Gold		Director
William Kurtz		Lead Independent Director
Andrew Miller		Director
Richard Nottenburg		Director
Kristen Robinson		Director
Yvette Smith		Director
Jason Wright		Director

Treatment of Equity and Equity-Based Awards

The Merger Agreement provides for certain treatment of equity-based awards as described below under “The Merger Agreement—Treatment of Equity Awards.” Notwithstanding the treatment provided in the Merger Agreement, each of Messrs. Bodner, Moriah, Fante, and Highlander is party to an Employment Agreement that provides for accelerated vesting of all of the executive officer’s outstanding equity awards that are not “assumed” in connection with a change in control (as well as accelerated vesting of all unvested equity awards in the event of an involuntary termination of employment without “cause” or for “good reason” in connection with a change in control as described in more detail below under “—Severance Entitlements Under the Employment Agreements”). For purposes of the Employment Agreements, the executive officers’ equity awards are subject to “single trigger” vesting in connection with the Merger because, pursuant to such awards’ terms, they will not be “assumed” (by a publicly traded acquiror) in connection with the Merger. As a result, the equity awards held by the executive officers will become fully vested in connection with the Merger (with the performance metrics of any Unvested Company PSUs being deemed achieved at target levels of performance).

 

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The following table sets forth, for each executive officer and non-employee director, (i) the aggregate number of shares of Common Stock subject to outstanding Unvested Company RSUs held by such executive officer or non-employee director and (ii) the value of such awards, assuming (a) as required under SEC rules, the closing price of a share of the Common Stock is $20.50 (the “Estimated Closing Value”), (b) a Closing Date of September 15, 2025 (which is the assumed date of Closing solely for the purpose of the disclosure in this section) and (c) such executive officer or non-employee director remains continuously employed or engaged by, or providing services to, Verint or a subsidiary until the Effective Time.

 

Name of Executive Officer or Non-Employee Director		Number of Shares Subject to Unvested Company RSUs (#)				Estimated Value of Unvested Company RSUs ($)
Executive Officer:
Dan Bodner			259,658			$	5,322,989
Elan Moriah			113,025			$	2,317,013
Peter Fante			104,644			$	2,145,202
Grant Highlander			117,236			$	2,403,338
Non-Employee Director:
Linda Crawford			8,980			$	184,090
Stephen Gold			8,980			$	184,090
William Kurtz			8,980			$	184,090
Andrew Miller			8,980			$	184,090
Richard Nottenburg			8,980			$	184,090
Kristen Robinson			8,980			$	184,090
Yvette Smith			8,980			$	184,090
Jason Wright			—				—

The following table sets forth, for each executive officer and non-employee director, (i) the aggregate number of shares of Common Stock subject to outstanding Unvested Company PSUs held by such executive officer or non-employee director and (ii) the value of such awards (in each case, at target levels of performance), assuming (a) as required under SEC rules, the closing price of a share of the Common Stock is the Estimated Closing Value, (b) a Closing Date of September 15, 2025 (which is the assumed date of Closing solely for the purpose of the disclosure in this section) and (c) such executive officer or non-employee director remains continuously employed or engaged by, or providing services to, Verint or a subsidiary until the Effective Time.

 

Name of Executive Officer or Non-Employee Director		Number of Shares Subject to Unvested Company PSUs (#) (at Target)				Estimated Value of Unvested Company PSUs ($) (at Target)
Executive Officer:
Dan Bodner			475,749			$	9,752,855
Elan Moriah			138,732			$	2,844,006
Peter Fante			129,877			$	2,662,479
Grant Highlander			133,302			$	2,732,691
Non-Employee Director:
Linda Crawford			—				—
Stephen Gold			—				—
William Kurtz			—				—
Andrew Miller			—				—
Richard Nottenburg			—				—

 

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Name of Executive Officer or Non-Employee Director		Number of Shares Subject to Unvested Company PSUs (#) (at Target)				Estimated Value of Unvested Company PSUs ($) (at Target)
Kristen Robinson			—				—
Yvette Smith			—				—
Jason Wright			—				—

Severance Entitlements Under the Employment Agreements

Each of Messrs. Bodner, Moriah, Fante, and Highlander is party to an Employment Agreement which contains provisions regarding change in control severance arrangements. If Verint is a party to an agreement that would result in a “change in control” (as defined in the executive officer’s Employment Agreement) such as the Merger Agreement and the executive officer’s employment is terminated without “cause” or the executive officer resigns for “good reason” (as each term is defined in the applicable agreement) during such time, or in the event Verint experiences a “change in control” (as defined in the executive officers’ Employment Agreements) such as the Merger, and the executive officer’s employment is terminated without “cause” or the executive officer resigns for “good reason” (as each term is defined in the applicable agreement) on or within one year (or, in the case of Mr. Bodner, two years) following such change in control (any such termination, a “Qualifying Termination”), the applicable executive officer will be entitled to the following:

 

i

full vesting of all outstanding equity awards held by such executive officer;

 

ii.

a lump sum cash severance payment equal to 1.5 times the applicable executive officer’s base salary (or, in the case of Mr. Bodner, 2.5 times);

 

iii.

a lump sum cash severance payment equal to 1.5 times the applicable executive officer’s target bonus (or, in the case of Mr. Bodner, 2.5 times);

 

iv.

a lump sum pro-rated portion of the applicable executive officer’s target bonus; and

 

v.

up to one year of COBRA premium reimbursement, which amount is grossed up to cover taxes (or, in the case of Mr. Bodner, 1.5 years).

In addition to the foregoing, Mr. Bodner is entitled to 60-days’ notice before termination and will be entitled to continue receiving his annual $20,000 professional advice allowance (payable once each calendar year) and a Verint-paid vehicle (including insurance and incidental expenses) for 1.5 years following a Qualifying Termination. Verint’s obligation to pay and provide the foregoing payments and benefits is generally conditioned upon the executive officer’s compliance with two-year (or in the case of Mr. Bodner, 1.5-year) post-employment non-competition, employee and customer non-solicitation restrictive covenants, and indefinite confidentiality and, in the case of Mr. Highlander, non-disparagement restrictive covenants and the applicable executive officer’s execution, delivery and non-revocation of a general release of claims within 60 days after the date on which the executive officer’s employment terminated. In the case of the accelerated awards, cash severance amounts, and bonus payments described in (i), (ii), (iii), and (iv) above, such shares or amounts, as applicable, will be delivered or paid, as applicable, on the 60th day after the date on which the executive officer’s employment terminated. The COBRA reimbursement described in (v) above will be made on a monthly basis. If there is a dispute related to the termination of the executive officer’s employment or severance payments in connection with a change in control, Verint will reimburse the executive officer for reasonable legal fees.

For purposes of the executive officers’ Employment Agreements, “cause” generally includes (i) conviction of, or plea of guilty or nolo contendere to a felony or indictment for a crime involving dishonesty, fraud, or moral turpitude which is materially harmful to Verint or any of its subsidiaries (including reputational harm); (ii) willful and intentional breach of the executive officer’s obligations to Verint or any of its subsidiaries or pursuant

 

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to the Employment Agreement, which is materially harmful to Verint or any of its subsidiaries; (iii) willful misconduct, or any willful dishonest or willful fraudulent act by the executive officer in connection with his performance of his duties for Verint which is materially harmful to Verint; (iv) material violation of any U.S. federal securities laws, rules or regulations, as determined by a U.S. court or any other U.S. governmental body of competent jurisdiction; (v) material violation of any material Verint policy or procedure provided to the executive officer resulting in material and demonstrable harm to Verint; or (vi) gross neglect of the executive officer’s material duties for Verint which is materially harmful to Verint or any of its subsidiaries. In addition, for Mr. Bodner, a non-renewal of his term of employment is treated as a termination without “cause.”

For purposes of the executive officers’ Employment Agreements, “good reason” generally includes (i) adverse changes to the terms of the executive officers’ employment (including a significant reduction in the executive officer’s authorities, duties, position, titles or reporting status, a material reduction in base salary or target bonus, or relocation by more than a specified number of miles), (ii) the assignment of duties inconsistent with the executive officers’ positions, (iii) material breaches of the executive officers’ agreements with Verint or its subsidiaries, and (iv) failure by Verint to obtain the assumption by a successor to substantially all of Verint’s assets, as of the date of such succession, of any agreement between the relevant executive officer and Verint or one of its affiliates. Additionally, Messrs. Fante and Highlander will also have “good reason” if they cease to serve as an officer of a public company after a change in control. With the exception of Mr. Bodner, the executive officers will have “good reason” if Verint elects not to renew their term of employment. Mr. Bodner will also have “good reason” if he is not elected to the Board, if he is required to report to an entity other than the Board (or a successor thereto), if any Verint executive officer reports to someone other than Mr. Bodner, or if, following a change in control, he is not a member of the successor entity’s board of directors or the chief executive officer of the successor or acquiring entity.

The Merger will constitute a “change in control” under the Employment Agreements. For the quantification of the estimated value of the severance payments and benefits described above that would be payable to Verint’s executive officers, see the table in the section below titled “—Quantification of Potential Payments and Benefits to Verint’s Named Executive Officers in Connection with the Merger.”

Internal Revenue Code Section 280G and Section 4999

The Employment Agreements with Messrs. Bodner, Moriah, and Fante provide that, if any of the payments or benefits that become payable pursuant to the Employment Agreement or any other agreement with Verint (or otherwise in connection with, or arising out of, the executive officer’s employment with Verint or a change in control of Verint) (any such payment or benefit, a “Parachute Payment”) would be subject to an excise tax under Section 4999 of the Code (the “Excise Tax”), then such executive officer will receive an additional “gross-up” payment from Verint such that the executive officer is made whole, after payment of all applicable taxes (including the Excise Tax and taxes on the gross-up itself), and the executive officer retains the full amount of the original payments and benefits. The amount of any gross-up payment will be determined by an independent accounting firm, and Verint is responsible for related fees and expenses.

The Employment Agreement with Mr. Highlander does not contain a gross-up provision and instead contains a “net better cutback” provision, such that the payment will be the greater of the following (on an after-tax basis): (i) payment in full of the entire amount of the Parachute Payment or (ii) payment of only a portion of the Parachute Payment such that Mr. Highlander receives the largest payment possible without the imposition of the Excise Tax.

Retention Bonuses

On August 24, 2025, Verint granted special cash retention bonus opportunities (each, a “Retention Bonus” and collectively, the “Retention Bonuses”) to the executive officers for the following target payment amounts: Mr. Bodner, $628,583; Mr. Moriah, $397,838; Mr. Fante, $371,250; and Mr. Highlander, $371,250. The

 

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Retention Bonuses will become payable in connection with the Merger if the Closing occurs by the later of (i) April 30, 2026 and (ii) the Closing Date provided under the Merger Agreement (unless such date is extended by Verint). The Retention Bonuses will be paid to the executive officers in the first payroll following the date that is 60 calendar days after the Closing, subject to the executive officer’s continued employment with Verint through such payment date (or if the executive officer’s employment is terminated without “cause” or for “good reason” (as such terms are defined the Employment Agreements)).

Indemnification

The Merger Agreement provides that, for six years after the Effective Time, Parent will, or Parent will cause the Surviving Corporation to, maintain officers’ and directors’ liability insurance in respect of acts, errors or omissions occurring prior to the Effective Time covering each such person currently covered by Verint’s and its subsidiaries’ officers’ and directors’ liability insurance policies on terms with respect to coverage and amount no less favorable than those of such policies in effect on the date of the Merger Agreement, including Verint’s directors and executive officers. For additional information, see the section of this proxy statement titled “The Merger Agreement—Indemnification and Insurance.”

New Management Arrangements

As of the date of this proxy statement, there are no new employment, equity, or other compensation agreements or arrangements between any Verint executive officer or director, on the one hand, and Verint or Thoma Bravo or its affiliates, including Parent and Merger Sub, on the other hand. The Merger is not conditioned upon any executive officer or director of Verint entering into any such agreement or arrangement.

Other Benefits

As described under “The Merger Agreement—Employee Matters,” the Merger Agreement requires Parent or the Surviving Corporation to continue to provide certain compensation and benefits following the completion of the Merger to certain Verint employees, including Verint’s executive officers, who remain employed by the Surviving Corporation following completion of the Merger.

Quantification of Potential Payments and Benefits to Verint’s Named Executive Officers in Connection with the Merger

The following table sets forth the information required by Item 402(t) of Regulation S-K regarding certain compensation for each of Verint’s named executive officers that is based on, or that otherwise relates to, the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the Merger-related compensation payable to Verint’s named executive officers. For additional details regarding the terms of the payments quantified below, see the section titled “—Interests of the Directors and Executive Officers of Verint in the Merger” beginning on page 71 of this proxy statement.

The “named executive officers” of Verint are the individuals listed as such in Verint’s most recent annual proxy statement filed with the SEC, who are:

 

•

Dan Bodner—Chairman and Chief Executive Officer;

 

•

Elan Moriah—President;

 

•

Peter Fante—Chief Administrative Officer; and

 

•

Grant Highlander—Chief Financial Officer.

 

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As described above, the named executive officers are parties to Employment Agreements that provide for “single trigger” vesting of equity awards in connection with a change in control in which the equity awards will not be “assumed” and enhanced severance benefits in the event of a Qualifying Termination of such individual’s employment at any time Verint is party to an agreement that would result in a change in control or on or within a certain time period following a change in control), as described in more detail above.

The amounts set forth below are based on the following assumptions:

 

•

the Effective Time is September 15, 2025, which is the assumed Closing Date solely for purposes of the disclosures in this section;

 

•

a price equal to the Estimated Closing Value;

 

•

the annual base salary, annual target bonus opportunity and amount of any benefits for each of the named executive officers remains unchanged from the amount determined as of the date hereof;

 

•

the outstanding equity-based awards held by Verint’s named executive officers as of the date hereof do not vest prior to the Closing Date;

 

•

none of Verint’s named executive officers receives any additional equity-based awards following the date hereof;

 

•

each named executive officer experiences a Qualifying Termination at or immediately following the Effective Time;

 

•

the golden parachute rules under Section 280G of the Code do not limit the payments to the named executive officer;

 

•

no new employment, equity, or other compensation agreements or arrangements are entered into between any Verint named executive officer, on the one hand, and Verint or Thoma Bravo or its affiliates, including Parent and Merger Sub, on the other hand; and

 

•

each of Verint’s named executive officers has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive such payments and benefits.

Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of Verint’s named executive officers, if any, may materially differ from the amounts set forth below. The calculations in the table below do not include amounts the Verint named executive officers were already entitled to receive or vested in as of the date hereof or under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of executive officers that are available generally to all the salaried employees of Verint.

 

Golden Parachute Compensation
Name		Cash ($)(1)(2)				Equity ($)(3)				Perquisites/ Benefits  ($)(4)				Tax Reimburse- ments ($)(5)(6)				Other ($)(7)(8)				Total ($)
Dan Bodner		$	4,783,049			$	15,075,844			$	115,886			$	59,842			$	628,583			$	20,663,204
Elan Moriah		$	1,645,675			$	5,161,019			$	31,991			$	31,546			$	397,838			$	7,268,069
Peter Fante		$	1,486,250			$	4,807,681			$	12,882			$	12,702			$	371,250			$	6,690,765
Grant Highlander		$	1,486,250			$	5,136,029			$	39,545			$	31,758			$	371,250			$	7,064,832

(1)

Amounts shown include the “double trigger” lump sum cash severance payments pursuant to each named executive officer’s Employment Agreement upon a Qualifying Termination that occurs at any time Verint is party to an agreement that would result in a change in control of Verint or on or within one year (or, in the case of Mr. Bodner, two years) following a change in control of Verint, which consist of (i) cash severance equal to 1.5 times (or, with respect to Mr. Bodner, 2.5 times) the named executive officer’s base salary and target annual cash bonus and (ii) a pro-rated bonus based on the named executive officer’s annual target

 

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bonus – all as described under “—Severance Entitlements Under the Employment Agreements” above. The estimated amount of each such payment is set forth in the table below:

 

Name		Severance – Base Salary ($)				Severance – Target Annual Cash Bonus Opportunity ($)				Severance -  Pro-Rated Bonus  ($)				Total ($)
Dan Bodner		$	2,095,278			$	2,040,000			$	510,000			$	4,645,278
Elan Moriah		$	795,675			$	600,000			$	250,000			$	1,645,675
Peter Fante		$	742,500			$	525,000			$	218,750			$	1,486,250
Grant Highlander		$	742,500			$	525,000			$	218,750			$	1,486,250

 

(2)	For Mr. Bodner, such amount also includes the amount payable during the 60-day notice period of $137,772.

(3)

Amounts shown reflect the sum of the estimated value that each named executive officer will receive in connection with the “single trigger” accelerated vesting and settlement of their Verint equity awards upon the Merger as described above under “—Treatment of Equity and Equity-Based Awards” above due to the acquiring company not being publicly traded (no “double trigger” treatment will be applicable regarding the named executive officers’ Verint equity awards in light of the single-trigger provision). The estimated amount of each such payment is set forth in the table below:

 

Name		Company RSUs ($)				Company PSUs ($)				Total ($)
Dan Bodner		$	5,322,989			$	9,752,855			$	15,075,844
Elan Moriah		$	2,317,013			$	2,844,006			$	5,161,019
Peter Fante		$	2,145,202			$	2,662,479			$	4,807,681
Grant Highlander		$	2,403,338			$	2,732,691			$	5,136,029

 

(4)

Amounts shown reflect the estimated cost of the following “double trigger” benefits upon a Qualifying Termination that occurs at any time Verint is party to an agreement that would result in a change in control of Verint or on or within one year (or, in the case of Mr. Bodner, two years) following a change in control of Verint: COBRA premium reimbursement of $60,663 for Mr. Bodner, $31,976 for Mr. Moriah, $12,867 for Mr. Fante and $39,529 for Mr. Highlander. For Mr. Bodner, such amount also includes an amount of $30,000 for the continued payment of his annual $20,000 professional advice allowance for 1.5 years, and an amount estimated as $25,200 for his Verint-paid vehicle for 1.5 years following a Qualifying Termination.

(5)

Each of Messrs. Bodner, Moriah and Fante is entitled to receive, under the terms of such officer’s Employment Agreement, a gross-up payment for the Excise Tax imposed on the payments and benefits to such officer in connection with a change in control by reason of Sections 4999 and 280G of the Code. Based on the estimated values of such payments and benefits as described in this proxy statement, no gross-up payment would be due to any such officer.

Mr. Highlander is not entitled to receive a gross-up payment but is instead entitled to a “net better cutback” provision, such that the payment will be the greater of the following (on an after-tax basis): (i) payment in full of the entire amount of the Parachute Payment or (ii) payment of only a portion of the Parachute Payment such that Mr. Highlander receives the largest payment possible without the imposition of the Excise Tax. The amounts in this table do not take into account any potential cutback that may apply to the payments and benefits to be received by Mr. Highlander in order to avoid the adverse tax consequences of Section 280G of the Code. Such cutback would apply only if it would put Mr. Highlander in a better after-tax position. Under the Merger Agreement, Verint may engage in efforts to mitigate the amount of Mr. Highlander’s Parachute Payments.

(6)	Amounts shown reflect the gross-up amount for each executive officer’s COBRA premium reimbursement of $50,503 for Mr. Bodner, $26,620 for Mr. Moriah, $10,711 for Mr. Fante, and $32,909 for Mr. Highlander.

 

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(7)

Amounts shown include the Retention Bonuses as described under “—Retention Bonuses” above in the following amounts: Mr. Bodner, $628,583; Mr. Moriah, $397,838; Mr. Fante, $371,250; and Mr. Highlander, $371,250. The Retention Bonuses are “single trigger” and payable in the first payroll following the date that is 60 calendar days after the Closing, subject to “double trigger” acceleration upon an earlier termination of the executive officer’s employment without “cause” or for “good reason” (as such terms are defined the Employment Agreements).

(8)	Amounts shown include $0 in reimbursement of legal fees related to change in control severance disputes with the assumption that there will be no such disputes in connection with the Merger.

Financing of the Merger

The Merger is not conditioned upon receipt of financing by Parent. Parent has obtained debt financing commitments for the Financing necessary to complete the transactions contemplated by the Merger Agreement. The Merger Agreement requires each of Parent and Merger Sub to use its reasonable best efforts to arrange, obtain and consummate the Financing on the terms and conditions described in the Debt Commitment Letter. Pursuant to the Merger Agreement, Verint is required to use reasonable best efforts to provide Parent with customary cooperation in connection with the Financing. The Financing is generally subject to the satisfaction of the conditions to Parent and Merger Sub’s obligations to effect the Closing as set forth in the Merger Agreement and the substantially concurrent Closing on the terms and subject to the conditions of the Merger Agreement.

Thoma Bravo Fund XIV, L.P. has committed to invest in Parent if Parent fails to timely pay (i) the Parent Termination Fee (as defined herein) solely if and when due and payable under the Merger Agreement or (ii) monetary damages (solely to the extent proven), solely to the extent payable pursuant to a final, non-appealable order as a result of a pre-termination willful and material breach by Parent under the Merger Agreement.

Closing and Effective Time of the Merger

The Closing will take place on a date that is the later of (a) three business days after satisfaction or, to the extent permitted under the Merger Agreement, waiver of all conditions to the Closing set forth in the Merger Agreement (other than any such conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted under the Merger Agreement waiver of those conditions) and (b) October 23, 2025, in each case unless the Merger Agreement has been terminated pursuant to its terms or unless another time or date agreed to in writing by the parties.

As soon as practicable on the Closing Date, the parties will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware the certificate of merger in such form as required by, and executed in accordance with, the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL to consummate the Merger. The Merger will become effective at such time as the certificate of merger is duly filed with the Secretary of State, or at such later time as Parent and Verint agree and specify in the certificate of merger.

Appraisal Rights

If the Merger is consummated, holders of record and beneficial owners of shares of Common Stock who do not vote in favor of the Merger, who properly demand an appraisal of their shares, who continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their shares through the effective date of the Merger, who otherwise comply with the statutory requirements of Section 262 of the DGCL and who do not withdraw their demands or otherwise lose their rights to appraisal, subject to the conditions thereof, are entitled to seek appraisal of their shares in connection with the Merger under Section 262. Unless the context requires otherwise, all references in Section 262 and in this summary (i) to a “stockholder” or a “holder of shares” are to a record holder of shares, (ii) to a “beneficial owner” are to a person who is the beneficial owner of shares held either in voting trust or by a nominee on behalf of such person, and (iii) to a “person” are to any individual, corporation, partnership, unincorporated association or other entity.

 

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The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that Verint stockholders or beneficial owners exercise their appraisal rights under Section 262. Stockholders and beneficial owners of shares should carefully review the full text of Section 262 as well as the information discussed below. To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights may result in the loss of such rights.

Under Section 262, if the Merger is completed, stockholders or beneficial owners of shares of Common Stock who (i) properly submit a written demand for appraisal of such holder’s or owner’s shares to Verint prior to the vote on the Merger at the Special Meeting, (ii) do not vote in favor of the Merger, (iii) continuously hold (in the case of a holder of record) or own (in the case of a beneficial owner) such shares through the effective date of the Merger, (iv) do not validly withdraw their demands or otherwise lose, waive or fail to perfect their rights to appraisal, and (v) otherwise comply with the statutory requirements and satisfy certain ownership thresholds set forth in Section 262, may be entitled to have their shares appraised by the Delaware Court of Chancery if certain conditions set forth in Section 262(g) are satisfied and to receive payment of the “fair value” of their shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the effective date of the Merger through the date of payment of the judgment. If you are a beneficial owner of shares of Common Stock and you wish to exercise appraisal rights in such capacity, in addition to the foregoing requirements, your demand must also (a) reasonably identify the holder of record of the shares for which that demand is made, (b) be accompanied by documentary evidence of your beneficial ownership of such shares and include a statement that such documentary evidence is a true and correct copy of what it purports to be, and (c) provide an address at which you consent to receive notices given by the Surviving Corporation and to be set forth on the verified list required by Section 262(f). However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who are otherwise entitled to appraisal rights unless (1) the total number of shares entitled to appraisal exceeds one percent of the outstanding shares of the class of shares eligible for appraisal, or (2) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million. These conditions are referred to herein as the “ownership thresholds.” Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest on an appraisal award from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the Surviving Corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (A) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (B) interest theretofore accrued, unless paid at that time). The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, if the proposed merger for which appraisal rights are provided is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available pursuant to Section 262 that appraisal rights are available and must include in the notice either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Verint’s notice to its stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the Merger, any stockholder or

 

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beneficial owner of shares of Common Stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s or owner’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner will result in the loss of appraisal rights under the DGCL. A stockholder or beneficial owner who loses such holder’s or owner’s appraisal rights will be entitled to receive the per share price described in the Merger Agreement without interest and subject to any applicable withholding taxes. Because of the complexity of the procedures for exercising the right to seek appraisal of shares, Verint believes that if a stockholder or a beneficial owner is considering exercising such rights, that holder or owner should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares must do ALL of the following:

 

•

The stockholder or beneficial owner must not vote in favor of the Merger. Because a proxy that is signed and submitted but does not otherwise contain voting instructions will, unless revoked, be voted in favor of the proposal to adopt the Merger Agreement, a stockholder or beneficial owner who submits a proxy and who wishes to exercise appraisal rights must submit a proxy with instructions to vote against the proposal to adopt the Merger Agreement or to affirmatively abstain.

 

•

The stockholder or beneficial owner must deliver to Verint a written demand for appraisal of such holder’s or owner’s shares before the vote on the Merger at the Special Meeting. Such demand must reasonably inform Verint of the identity of the holder or owner, as applicable, and that the holder or owner, as applicable, intends thereby to demand appraisal of such shares. In the case of a demand made by a beneficial owner, the demand must reasonably identify the holder of record of the shares for which the demand is made, be accompanied by documentary evidence of the beneficial owner’s beneficial ownership of the shares for which appraisal is demanded, include a statement that such documentary evidence is a true and correct copy of what it purports to be and provide an address at which the beneficial owner consents to receive notices given by the Surviving Corporation in the Merger under Section 262 and to be set forth on the verified list required by subsection (f) of Section 262.

 

•

The stockholder must continuously hold or the beneficial owner must continuously own the shares from the date of making the demand through the effective date of the Merger. A stockholder or beneficial owner will lose appraisal rights if the holder or owner transfers the shares before the effective date of the Merger.

 

•

The stockholder or beneficial owner must otherwise comply with Section 262.

Additionally, the demanding stockholder or beneficial owner or another stockholder or beneficial owner who has properly demanded appraisal or the Surviving Corporation must file a petition in the Delaware Court of Chancery demanding a determination of the value of the shares of all such persons within 120 days after the Effective Date of the Merger. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so. Accordingly, it is the obligation of stockholders or beneficial owners to take all necessary action to perfect their appraisal rights in respect of shares within the time prescribed in Section 262.

After an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights unless one of the ownership thresholds is met.

Written Demand

A stockholder or beneficial owner wishing to exercise appraisal rights must deliver to Verint, before the vote on the Merger at the Special Meeting, a written demand for the appraisal of such holder’s or owner’s shares. In addition, that stockholder or beneficial owner must not vote or submit a proxy in favor of the Merger. A vote in favor of the Merger, virtually at the Special Meeting or by proxy (whether by mail or via the Internet or telephone), will constitute a waiver of appraisal rights in respect of the shares so voted and will nullify any

 

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previously filed written demands for appraisal with respect to such stockholder’s or beneficial owner’s shares. A stockholder exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective date of the Merger. A beneficial owner exercising appraisal rights must own the shares on the date the written demand for appraisal is made and must continue to own such shares through the effective date of the Merger. For a stockholder, a proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Merger, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. A stockholder or beneficial owner who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the Merger or abstain from voting on the Merger. Neither voting against the Merger nor abstaining from voting or failing to vote on the Merger will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger. A stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the Merger at the Special Meeting will constitute a waiver of appraisal rights.

A holder of record of shares is entitled to demand appraisal for the shares registered in that holder’s name. A demand for appraisal in respect of shares by a holder of record must reasonably inform Verint of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares.

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares. A demand for appraisal in respect of such shares should be executed by or on behalf of the beneficial owner and must reasonably inform Verint of the identity of the beneficial owner and that the beneficial owner intends thereby to demand an appraisal of such owner’s shares. The demand made by such beneficial owner must also (i) reasonably identify the holder of record of the shares for which the demand is made, (ii) be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of the shares and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (iii) provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation and to be set forth on the verified list required by Section 262(f).

If the shares with respect to which a demand is made are owned of record or beneficially owned in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand should be executed by or on behalf of the record owner or beneficial owner in such capacity, and if the shares are owned of record or beneficially owned by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint holders of record or beneficial owners. An authorized agent, including an authorized agent for two or more joint stockholders or beneficial owners, as applicable, may execute a demand for appraisal on behalf of a stockholder or beneficial owner, as applicable; however, the agent must identify the stockholder or stockholders or beneficial owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the stockholder or stockholders or beneficial owner or owners, as applicable. A stockholder, such as a broker, bank or other nominee, who holds shares as a nominee for others may exercise his, her or its right of appraisal with respect to shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the stockholder.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Verint Systems Inc.

225 Broadhollow Road

Melville, New York 11747

Attn: Corporate Secretary

If a person who has made a demand for an appraisal in accordance with Section 262 delivers to the Surviving Corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of

 

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such person’s shares in accordance with subsection (e) of Section 262, either within 60 days after the Effective Time of the Merger or thereafter with the written approval of the Surviving Corporation, then the right of such person to an appraisal of such shares subject to the withdrawal will cease. Notwithstanding the foregoing, an appraisal proceeding in the Delaware Court of Chancery will not be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however that any person who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the terms offered upon the Merger within 60 days after the Effective Time of the Merger.

Notice by the Surviving Corporation

If the Merger is completed, within 10 days after the Effective Date of the Merger, the Surviving Corporation will notify each record holder of shares of Common Stock who has properly made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the Merger, and any beneficial owner who has properly demanded appraisal in accordance with Section 262, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Date of the Merger, but not thereafter, the Surviving Corporation or any person who has demanded appraisal of such person’s shares and otherwise complied with Section 262 and who is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a person, demanding a determination of the “fair value” of the shares held by all persons entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and Verint’s stockholders and beneficial owners should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the “fair value” of the shares. Accordingly, any persons who desire to have their shares appraised by the Delaware Court of Chancery should initiate all necessary action to perfect their appraisal rights in respect of their shares within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the effective date of the Merger, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the Merger and with respect to which Verint has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that, where a beneficial owner makes a demand pursuant to Section 262, the holder of record of such shares will not be considered a separate stockholder holding such shares for purposes of such aggregate number). The Surviving Corporation must give this statement to the requesting person within 10 days after receipt by the Surviving Corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a person and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file in the office of the Delaware Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached by the Surviving Corporation. The Delaware Court of Chancery may order that notice of the time and place fixed for the hearing of such petition be given to the Surviving Corporation and all of the persons shown on the verified list at the addresses stated therein. The forms of the notices by mail and by publication will be approved by the Delaware Court of Chancery, and the costs of any such notices will be borne by the Surviving Corporation.

 

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At the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery will dismiss appraisal proceedings as to all of the persons who are otherwise entitled to appraisal rights unless one of the ownership thresholds is met.

Determination of Fair Value

After the Delaware Court of Chancery determines the persons entitled to appraisal, and that at least one of the ownership thresholds above has been satisfied, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. However, the Surviving Corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the Surviving Corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (i) the difference, if any, between the amount paid by the Surviving Corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery, and (ii) interest accrued before such voluntary cash payment, unless paid at that time. In Weinberger v. UOP, Inc., Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. The Delaware Supreme Court has indicated that transaction price is one of the relevant factors the Delaware Court of Chancery may consider in determining fair value and that, absent deficiencies in the sale process, the transaction price should be given “considerable weight.” Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Upon application by the Surviving Corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights. When the fair value of the shares is determined, the Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the Surviving Corporation to the persons entitled thereto. Payment will be made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would

 

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receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and may not in any manner address, fair value under Section 262. Although Verint believes that each of the per share Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and holders of record and beneficial owners of shares should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the per share price. Neither Verint nor Parent anticipates offering more than the per share price to any stockholder or beneficial owner exercising appraisal rights, and each of Verint and Parent reserves the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the fair value of a share is less than the per share Merger Consideration. If a petition for appraisal is not timely filed, neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights or other requirements imposed by Section 262 to seek and perfect appraisal are not satisfied, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the list filed by the Surviving Corporation pursuant to Section 262(f) who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a reservation of judgment under such subsection (a “Reservation”). In the absence of such an order, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares will be deemed to have been converted at the Effective Time into the right to receive the per share price as provided in the Merger Agreement. A person will fail to perfect, or effectively lose or withdraw, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger, if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights or if the person delivers to the Surviving Corporation a written withdrawal of such person’s demand for appraisal in accordance with Section 262.

From and after the effective date of the Merger, no person who has demanded appraisal rights with respect to some or all of such person’s shares in compliance with Section 262 will be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on the shares (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective date of the Merger); provided, however, that if no petition for an appraisal is filed within the time provided in Section 262, or if such person delivers to the Surviving Corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares within 60 days after the effective date of the Merger, then the right of such person to an appraisal of the shares subject to the withdrawal will cease. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a Reservation; provided, however, that the foregoing will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the effective date of the Merger.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.

Failure to comply strictly with all of the procedures set forth in Section 262 will result in the loss of a person’s statutory appraisal rights. In that event, you will be entitled to receive the per share price for your

dissenting shares in accordance with the Merger Agreement, without interest and subject to any applicable

 

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withholding taxes. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Material U.S. Federal Income Tax Consequences of the Merger and Redemption to Holders of Verint Common Stock and Preferred Stock

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to holders of shares of Common Stock whose shares are converted into the right to receive cash pursuant to the Merger and holders of shares of Preferred Stock whose shares are redeemed for cash in connection with the Merger. This discussion is based upon the Code, final, temporary and proposed Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to holders that hold their shares of Common Stock and Preferred Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This summary of material U.S. federal income tax consequences is not a complete description of all potential U.S. federal income tax consequences of the Merger and redemption. This summary does not describe any of the tax consequences arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate, gift or alternative minimum tax). In addition, this summary does not address (i) the potential application of the Medicare net investment income surtax, (ii) any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith), (iii) the rules regarding qualified small business stock within the meaning of Sections 1202 or 1045 of the Code, or (iv) the U.S. federal income tax consequences to holders of Common Stock that exercise appraisal rights under the DGCL. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder, or both, as the context may require.

This discussion is for general information only and does not describe all of the U.S. federal income tax considerations that may be relevant to holders in light of their particular facts and circumstances or to a holder subject to special rules:

 

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holders that may be subject to special treatment under U.S. federal income tax laws, such as: financial institutions, tax-exempt organizations, governmental organizations, S corporations, partnerships or any other entities or arrangements treated as pass-through entities or partnerships for U.S. federal income tax purposes (or any investor therein), banks, insurance companies, mutual funds, brokers or dealers in stocks, securities, commodities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, regulated investment companies, real estate investment trusts, or certain former citizens or long-term residents of the United States;

 

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holders that are corporations that accumulate earnings to avoid U.S. federal income tax;

 

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holders holding their shares of Common Stock or Preferred Stock as part of a hedging, straddle or other risk reducing transaction or as part of a conversion transaction or other integrated investment;

 

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holders deemed to have sold their shares of Common Stock or Preferred Stock under the constructive sale provisions of the Code;

 

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holders that received their shares of Common Stock or Preferred Stock in compensatory transactions;

 

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holders that hold their shares of Common Stock or Preferred Stock through individual retirement or other tax-deferred accounts;

 

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U.S. Holders whose “functional currency” is not the U.S. dollar;

 

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holders that are required to report income no later than when such income is reported in an “applicable financial statement”;

 

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“controlled foreign corporation” or a “passive foreign investment company”;

 

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a U.S. expatriate or former citizen or long-term resident of the United States; or

 

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holders that own or have owned (actually or constructively) 5% or more of the shares.

If a partnership (including an entity or arrangement classified as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Common Stock or Preferred Stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding shares of Common Stock or Preferred Stock and partners therein should consult their tax advisors regarding the particular tax consequences to them of the Merger and redemption.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER AND THE REDEMPTION IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR OTHER TAX LAWS.

U.S. Holders

For purposes of this proxy statement, a “U.S. Holder” is a beneficial owner of Common Stock or Preferred Stock who or that is, or is treated as, for U.S. federal income tax purposes:

 

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An individual who is a citizen or resident of the United States;

 

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A corporation, or any other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

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An estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

 

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A trust (i) that is subject to the primary supervision of a court within the United States and the control of one or more United States persons as defined in Section 7701(a)(30) of the Code or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.

The Merger in which cash will be received in exchange for shares of Common Stock and redemption in which cash will be received for shares of Preferred Stock will each be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares of Common Stock surrendered in the Merger and in the shares of Preferred Stock redeemed. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares of Common Stock or Preferred Stock, as applicable. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares of Common Stock or Preferred Stock is more than one year at the time of the consummation of the Merger and the redemption. If a U.S. Holder acquired different blocks of shares of Common Stock or Preferred Stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of shares of Common Stock or Preferred Stock. A reduced tax rate on capital gains generally will apply to long-term capital gains of non-corporate U.S. Holders, including individuals. There are limitations on the deductibility of capital losses.

 

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Payments made to a U.S. Holder in exchange for shares of Common Stock in the Merger or redemption of shares of Preferred Stock may be subject to information reporting to the IRS and backup withholding at a rate of 24%. To avoid backup withholding on such payments, U.S. Holders that do not otherwise establish an exemption must complete and return to the Payment Agent a properly executed IRS Form W-9 certifying under penalties of perjury that such holder is a United States person for U.S. federal income tax purposes, that the taxpayer identification number provided on such IRS Form W-9 is correct and that such holder is not subject to backup withholding. Certain types of U.S. Holders (including, with respect to certain types of payments, corporations) generally are not subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld from payments to a U.S. Holder under the backup withholding rules generally will be allowed as a refund or a credit against such U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for such an exemption.

Non-U.S. Holders

For purposes of this proxy statement, the term “Non-U.S. Holder” means a beneficial owner of shares of Common Stock or Preferred Stock that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Non-U.S. Holders should consult their tax advisors to determine the U.S. federal, state, local, non-U.S. and other tax consequences that may be relevant to them in light of their particular circumstances.

Any gain realized by a Non-U.S. Holder on the receipt of cash in exchange for shares of Common Stock or in redemption of shares of Preferred Stock generally will not be subject to U.S. federal income tax unless:

 

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such gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case the Non-U.S. Holder generally will be subject to United States federal income tax on a net income basis with respect to such gain in the same manner as if such Non-U.S. Holder were a resident of the United States, and, if the Non-U.S. Holder is a corporation, such gain may also be subject to an additional branch profits tax at a rate of 30% (or a lower rate specified under an applicable tax treaty);

 

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such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition, and certain other specified conditions are met, in which case such gain will be subject to U.S. federal income tax at a rate of 30% (or a lower rate specified under an applicable tax treaty), which may be offset by U.S.-source capital losses of such Non-U.S. Holder recognized in the same taxable year (if any) provided the Non-U.S. Holder timely files U.S. federal income tax returns with respect to such losses; or

 

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our Common Stock or Preferred Stock constitutes a United States real property interest (a “USRPI”) by reason of Verint’s status as a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code (a “USRPHC”), at any time during the shorter of the five-year period ending on the date of the Merger or the period that the Non-U.S. Holder held the applicable Common Stock or Preferred Stock.

With respect to the third bullet point above, Verint believes that it is not a USRPHC. Because the determination of whether Verint is a USRPHC depends, however, on the fair market value of its USRPIs relative to the fair market value of its non-U.S. real property interests and other business assets, there can be no assurance Verint is not a USRPHC. Even if Verint is a USRPHC, a non-U.S. Holder of our Common Stock may qualify for an exemption if our Common Stock is regularly traded on an established securities market and the non-U.S.

 

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holder does not actually or constructively hold more than 5% of such regularly traded Common Stock at any time within the shorter of the five-year period preceding the Merger and the non-U.S. holder’s holding period for our Common Stock. There can be no assurance that Common Stock will be treated as regularly traded on an established securities market for this purpose. Non-U.S. Holders are urged to consult their tax advisors about the consequences that could result if we are, were or were to become a USRPHC.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Payments made to Non-U.S. Holders in exchange for shares of Common Stock in the Merger or in redemption of shares of Preferred Stock may be subject to information reporting to the IRS and backup withholding at a rate of 24%. Non-U.S. Holders generally can avoid information reporting and backup withholding by providing the Payment Agent with the applicable and properly completed and executed applicable IRS Form W-8 certifying that the Non-U.S. Holder is not a United States person or by otherwise establishing an exemption to information reporting and backup withholding requirements. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

This summary of the material U.S. federal income tax consequences of the Merger and the redemption of our Preferred Stock to U.S. Holders and Non-U.S. Holders is for general information purposes only and is not tax advice. Holders of our Common Stock and Preferred Stock should consult their own tax advisors regarding the application of the U.S. federal tax laws to their particular situation and the applicability and effect of state, local or foreign tax laws and tax treaties.

Regulatory Approvals Required for the Merger

General Efforts

Subject to the terms and conditions of the Merger Agreement, Verint and Parent have agreed to use their reasonable best efforts to do all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals, and expiration or termination of any waiting periods from governmental authorities and the making of all necessary registrations and filings (including filings with governmental authorities, if any) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid a proceeding by, any governmental authorities (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties (provided that Verint is not obligated to make any payment or commercial concession to any third party, or incur any liability, as a condition to (or in connection with) obtaining any such consent or waiver), and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of the Merger Agreement.

HSR Act; Competition Laws; FDI Laws

Under the HSR Act, and the rules promulgated thereunder by the Federal Trade Commission (the “FTC”), the Merger cannot be consummated until Verint and Parent each file a notification and report form with the FTC and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period thereunder has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30 calendar-day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. Verint and Parent filed their

 

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respective HSR Act notifications on September 22, 2025. The waiting period under the HSR Act is set to expire at 11:59 p.m., Eastern Time, on October 22, 2025, unless extended or earlier terminated. Verint and Parent have requested “early termination” of such waiting period. The DOJ or the FTC may extend the 30 day waiting period by issuing a Request for Additional Information and documentary materials (a “Second Request”). If either agency issues a Second Request, the waiting period will be extended until 30 days after the parties substantially comply with the request.

Verint and Parent have also agreed to obtain the following actions or non-actions, waivers, consents and approvals, and expiration or termination of any waiting periods from any Governmental Authority as required under FDI laws: (i) approval from the Interfederal Screening Commission of Belgium, or otherwise having declined jurisdiction; (ii) acknowledgment from the Cabinet Office of the Prime Minister of Hungary; (iii) approval or clearance decision from the Irish Minister for Enterprise, Tourism and Employment, or otherwise having declined jurisdiction; and (iv) Clearance from the Italian Presidency of the Council of Ministers, or otherwise having declared the Transaction outside of the scope of Law Decree No. 21/2012 or not having issued any decision or declaration within the relevant review period set forth by Article 2 of Law Decree No. 21/2012. Verint and Parent have filed appropriate notifications with each Governmental Authority listed above pursuant to applicable FDI laws, and anticipate completing all applicable review periods within three months.

Verint and Parent (including, if applicable, its “ultimate parent entity,” as that term is defined in the HSR Act and its implementing regulations) will (i) promptly, but in no event later than 20 business days after the date of the Merger Agreement, file any and all notices, reports and other documents required to be filed by such party under the HSR Act with respect to the Merger and the other transactions contemplated by the Merger Agreement and will use reasonable best efforts to promptly secure the expiration or termination of any applicable waiting periods under the HSR Act (including, but not limited to, seeking early termination of the applicable waiting periods pursuant to the HSR Act); (ii) promptly and in compliance with all applicable laws make all filings, and use reasonable best efforts to timely obtain all consents, permits, authorizations, waivers, clearances and approvals, and to cause the expiration or termination of any applicable waiting periods, as may be required under any other applicable antitrust laws (to the extent required) and FDI laws; (iii) as promptly as reasonably practicable respond appropriately to any request by the DOJ or the FTC under the HSR Act or by any other governmental authority under applicable antitrust laws in connection with the Merger and the other transactions contemplated by the Merger Agreement; (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for the purpose of consummating and effectuating the Merger and the other transactions contemplated by the Merger Agreement; and (v) defend any claim asserted in court by any governmental authority or any other person under antitrust laws or FDI laws in order to avoid entry of, or to have vacated or terminated, any order (whether temporary, preliminary or permanent) that would prevent the Closing occurring prior to the End Date. Parent will pay all filing fees under the FDI laws, the HSR Act and other applicable antitrust laws, and Verint will not be required to pay any fees or other payments to any governmental authority in connection with any filings under the FDI laws, the HSR Act or such other filings as may be required under applicable antitrust laws, in connection with the Merger or the other transactions contemplated by the Merger Agreement.

Delisting and Deregistration of Common Stock

If the Merger is consummated, following the Effective Time, the Common Stock will cease trading on NASDAQ and will be deregistered under the Exchange Act. As such, Verint would no longer file periodic reports with the SEC.

 

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THE MERGER AGREEMENT

The discussion of the terms of the Merger Agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated into this proxy statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Explanatory Note Regarding the Merger Agreement

The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Annex A attached hereto. The Merger Agreement has been included to provide Verint’s stockholders with information regarding its terms. It is not intended to provide any other factual information about Verint, Parent, Merger Sub or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to Verint’s stockholders. Verint’s stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in Verint’s public disclosures. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Verint and its business. See the section of this proxy statement captioned “Where You Can Find More Information.”

Effect of the Merger

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into Verint in accordance with the DGCL, whereupon the separate existence of Merger Sub will cease, and Verint will continue as the Surviving Corporation in the Merger. At the Effective Time, as a result of the Merger, the Surviving Corporation will become a wholly owned subsidiary of Parent, and Verint’s Common Stock will no longer be publicly traded. In addition, after the Effective Time, the Common Stock will be delisted from NASDAQ and will be deregistered under the Exchange Act. The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such other time as Verint, Parent and Merger Sub may agree and specify in the certificate of merger).

Closing and Effective Time

The Closing will take place on the date that is the later of (a) three business days after satisfaction or, to the extent permitted under the Merger Agreement, waiver of all conditions to the Closing (as described in the section of this proxy statement captioned “—Conditions to the Closing of the Merger”) (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted under the Merger Agreement, waiver of those conditions), and (b) October 23, 2025, in each case unless the Merger Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties to the Merger Agreement. On the Closing Date, the parties will execute and deliver a certificate of merger to the Secretary of State of the State of Delaware for filing as provided under the DGCL. The Merger will

 

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become effective upon the filing and acceptance for record of the certificate of merger, or at such other time as may be agreed by the parties in writing and specified in the certificate of merger.

Directors and Officers; Certificate of Incorporation; Bylaws

From and after the Effective Time, all rights, privileges, immunities, powers and franchises of Verint will vest in the Surviving Corporation, and all of the debts, liabilities and duties of Verint and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

Under the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation from and after the Effective Time, and the officers of Merger Sub immediately prior to the Effective Time will be the officers of the Surviving Corporation from and after the Effective Time, each to hold office until the earlier of their death, resignation, removal or until their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and applicable law. At the Effective Time, the certificate of incorporation of Verint will be amended and restated to read in its entirety as set forth in Exhibit A to the Merger Agreement, and the Bylaws of Verint will be amended and restated to read in their entirety as set forth in Exhibit B to the Merger Agreement, and each will govern the Surviving Corporation until, subject to the indemnification requirements provided by the Merger Agreement, amended in accordance with applicable law.

Merger Consideration; Preferred Stock Redemption Amount

Common Stock

At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to receive the Merger Consideration. As of the Effective Time, all such shares of Common Stock will no longer be issued and outstanding and will be automatically cancelled and will cease to exist, and each holder of any such shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with the Merger Agreement.

At the Effective Time, each share of Common Stock held in the treasury of Verint or any of its subsidiaries or any owned by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Parent or Merger Sub immediately prior to the Effective Time will automatically be cancelled and will cease to exist and no consideration will be delivered in exchange therefor.

At the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically be converted into and become one fully paid, nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and will constitute the only outstanding shares of capital stock of the Surviving Corporation.

Preferred Stock

At the Effective Time, each share of Preferred Stock issued and outstanding immediately prior to the Effective Time will be automatically redeemed for a redemption price equal to the Preferred Stock Redemption Amount. On the Closing Date, we will pay the Preferred Stock Redemption Amount to the holders of the Preferred Stock in redemption of the Preferred Stock in accordance with the respective Certificates of Designation, Preferences and Rights of the Preferred Stock and following such redemption, all such shares of Preferred Stock will no longer be issued and outstanding and will automatically be canceled and will cease to exist, and each holder of any such shares of Preferred Stock will cease to have any rights with respect thereto.

 

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Treatment of Equity Awards

Treatment of Vested Company Phantom Shares

At the Effective Time, each outstanding Vested Company Phantom Share will be cancelled and extinguished at the Effective Time and, in exchange therefor, each holder of any such Vested Company Phantom Share will have the right to receive solely an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the aggregate number of shares of Common Stock that underly such Vested Company Phantom Share as of immediately prior to the Effective Time (the “Vested Phantom Share Payments”). From and after the Effective Time, the holder of any canceled Vested Company Phantom Share will only be entitled to receive the Vested Phantom Share Payment in respect of such canceled Vested Company Phantom Share; provided that, with respect to any Vested Company Phantom Shares that constitute nonqualified deferred compensation subject to Section 409A of the Code, such payment will be made at such other time or times following the Effective Time consistent with the terms of the Vested Company Phantom Share, as applicable, to the extent necessary to preserve the income tax treatment of such Vested Company Phantom Shares, as applicable, and as required in order to comply with Section 409A of the Code, if necessary. The foregoing payments will be made through the Surviving Corporation’s payroll and/or equity award maintenance systems, subject to withholding.

Treatment of Unvested Company Phantom Shares

At the Effective Time, each outstanding Unvested Company Phantom Share will be converted into a cash-based award that includes a right to receive solely an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the aggregate number of shares of Common Stock that underly such Unvested Company Phantom Share as of immediately prior to the Effective Time, which Cash Replacement Phantom Share Amounts will, subject to the holder’s continued service with Parent or its subsidiaries through the applicable vesting dates, vest and be payable at the same time as the Unvested Company Phantom Shares for which such Cash Replacement Phantom Share Amounts were exchanged would have vested and been payable pursuant to their terms. All Cash Replacement Phantom Share Amounts will have the same terms and conditions (including with respect to vesting and any forfeiture or other provisions applicable upon a termination of employment or otherwise) as applied to the Unvested Company Phantom Share for which they were exchanged, except for terms rendered inoperative by reason of the consummation of the transactions contemplated by the Merger Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Phantom Share Amounts. The conversion of Unvested Company Phantom Shares will be deemed the termination, and satisfaction in full, of any and all rights the holder had or may have had to receive any payments based on the fair market value of a share of Common Stock, and the holder will only have the contingent right to receive the applicable Cash Replacement Phantom Share Amounts.

Treatment of Accelerated Director RSUs and Vested Company RSUs

At the Effective Time, (i) each outstanding RSU that is unvested at the Effective Time and that is held by a non-employee director of Verint will become fully vested and, as of immediately prior to the Effective Time, will be treated as a Vested Company RSU and (ii) each outstanding Accelerated Director RSU and each outstanding Vested Company RSU will be canceled and extinguished as of the Effective Time and, in exchange therefor, each such holder of any such Accelerated Director RSU or Vested Company RSU will have the right to receive solely an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (a) the Merger Consideration by (b) the aggregate number of shares of Common Stock subject to such Accelerated Director RSU or Vested Company RSU, as applicable, as of immediately prior to the Effective Time (the “Vested RSU Payments”). From and after the Effective Time, the holder of any canceled Accelerated Director RSU and Vested Company RSU, as applicable, will only be entitled to receive the Vested RSU Payment in respect of such canceled Accelerated Director RSU and/or Vested Company RSU; provided

 

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that, with respect to any Accelerated Director RSUs and Vested Company RSUs that constitute nonqualified deferred compensation subject to Section 409A of the Code, such payment will be made at such other time or times following the Effective Time consistent with the terms of the Accelerated Director RSU and Vested Company RSU, as applicable, to the extent necessary to preserve the income tax treatment of such Accelerated Director RSU and Vested Company RSUs, as applicable, and as required in order to comply with Section 409A of the Code, if necessary. The foregoing payments will be made through the Surviving Corporation’s payroll and/or equity award maintenance systems, subject to withholding.

Treatment of Unvested Company RSUs

At the Effective Time, each outstanding Unvested Company RSU held by anyone other than a non-employee director of Verint will cease to represent a right to receive shares of Common Stock and will be converted into a cash-based award that includes a right to receive solely an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the aggregate number of shares of Common Stock subject to such Unvested Company RSU as of immediately prior to the Effective Time, which Cash Replacement RSU Amounts will, subject to the holder’s continued service with Parent or its subsidiaries through the applicable vesting dates, vest and be payable at the same time as the Unvested Company RSUs for which such Cash Replacement RSU Amounts were exchanged would have vested and been payable pursuant to their terms. All Cash Replacement RSU Amounts will have the same terms and conditions (including with respect to vesting and any forfeiture or other provisions applicable upon a termination of employment or otherwise) as applied to the Unvested Company RSU for which they were exchanged, except for terms rendered inoperative by reason of the consummation of the transactions contemplated in the Merger Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement RSU Amounts. The conversion of Unvested Company RSUs will be deemed the termination, and satisfaction in full, of any and all rights the holder had or may have had to obtain shares of Common Stock in respect of such Unvested Company RSUs, and the holder will only have the contingent right to receive the applicable Cash Replacement RSU Amounts.

Treatment of Vested Company PSUs

At the Effective Time, each outstanding Vested Company PSU will be canceled and extinguished as of the Effective Time and, in exchange therefor, each such holder of any such Vested Company PSU will have the right to receive solely an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the aggregate number of shares of Common Stock subject to such Vested Company PSUs as of immediately prior to the Effective Time (the “Vested PSU Payments”). From and after the Effective Time, the holder of any canceled Vested Company PSUs will only be entitled to receive the Vested PSU Payment in respect of such canceled Vested Company PSU; provided that, with respect to any Vested Company PSUs that constitute nonqualified deferred compensation subject to Section 409A of the Code, such payment will be made at such other time or times following the Closing consistent with the terms of the Vested Company PSU to the extent necessary to preserve the income tax treatment of such Vested Company PSUs and as required in order to comply with Section 409A of the Code, if necessary.

Treatment of Unvested Company PSUs

At the Effective Time, each outstanding Unvested Company PSU will cease to represent a right to receive shares of Common Stock and will be converted into a cash-based award that includes a right to receive solely an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the aggregate number of shares of Common Stock subject to such Unvested Company PSU as of immediately prior to the Effective Time, which Cash Replacement PSU Amounts will, subject to the holder’s continued service with Parent or its subsidiaries through the applicable vesting dates, vest and be payable at the same time as the Unvested Company PSUs for which such Cash

 

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Replacement PSU Amounts were exchanged would have vested and been payable pursuant to their terms; provided, that to the extent any Unvested Company PSU remains outstanding and subject to such performance vesting conditions as of immediately prior to the Effective Time, the performance metrics of such Unvested Company PSU will be deemed achieved at target levels of performance effective as of the Effective Time. All Cash Replacement PSU Amounts will have the same terms and conditions (including with respect to time-based vesting and any forfeiture or other provisions applicable upon a termination of employment or otherwise) as applied to the Unvested Company PSU for which they were exchanged, except for terms rendered inoperative by reason of the consummation of the transactions contemplated by the Merger Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement PSU Amounts. The conversion of Unvested Company PSUs will be deemed the termination, and satisfaction in full, of any and all rights the holder had or may have had to obtain shares of Common Stock in respect of such Unvested Company PSUs, and the holder will only have the right to receive the applicable Cash Replacement PSU Amounts.

Exchange and Payment Procedures

Prior to the Effective Time, Parent will appoint a bank or trust company reasonably acceptable to Verint to act as the payment agent (the “Payment Agent”). Prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Payment Agent the aggregate per share Merger Consideration (provided that any portion of the Merger Consideration otherwise payable with respect to sellers of Common Stock which are subject to Section 102 of the Israeli Income Tax Ordinance [New Version], 1961 and are held by the trustee appointed by Verint in accordance with the provisions of Section 102 thereof will be delivered to the trustee to be held in trust on behalf of the holders thereof, and released in accordance with the requirements of Section 102 and any regulations promulgated thereby, and the terms and conditions of any Israeli tax ruling or interim tax ruling obtained by Verint in accordance with the Merger Agreement).

Promptly after the Effective Time (and in any event no later than three business days after the Effective Time), Parent will send (or cause the Payment Agent to send) to each record holder of shares of Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration a letter of transmittal and instructions in forms reasonably satisfactory to Verint (which will specify that delivery will be effected, and risk of loss and title will pass, only upon delivery or transfer of the certificates (or affidavits of loss in lieu of the certificates) to the Payment Agent). Each holder of shares of Common Stock that have been converted into the right to receive the Merger Consideration will be entitled to receive the Merger Consideration in respect of the shares represented by a certificate, within two business days, upon (1) surrender to the Payment Agent of a certificate, together with a completed and executed letter of transmittal, or (2) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of shares of Common Stock and, in each case, delivery to the Payment Agent of such other documents as may reasonably be requested by the Payment Agent.

Any cash deposited with the Payment Agent not claimed by the holders of shares of Common Stock twelve months after the Effective Time will be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Common Stock for the Merger Consideration in accordance with the exchange procedures in the Merger Agreement prior to that time will thereafter look only to Parent and the Surviving Corporation (as unsecured creditor thereof) for payment of the Merger Consideration.

Representations and Warranties

The Merger Agreement contains representations and warranties of Verint and Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by Verint are qualified as to materiality or Company Material Adverse Effect. For purposes of the Merger Agreement, “Company Material Adverse Effect” means any change, event, occurrence, facts, condition, circumstance, development or effect

 

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