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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
checkbox checked Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox unchecked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Valor Buyer LP
(Last) (First) (Middle)
C/O APAX PARTNERS US, LLC
601 LEXINGTON AVENUE, 58TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VERINT SYSTEMS INC [ VRNT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director checkbox checked 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
checkbox checked Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Perpetual Preferred Stock (1) 11/26/2025 S 200,000 (1) (1) Common Stock 5,497,526.11 $203,222,222.22(2) 0 D(3)
Series B Convertible Perpetual Preferred Stock (4) 11/26/2025 S 200,000 (4) (4) Common Stock 3,980,099.5 $203,222,222.22(2) 0 D(3)
1. Name and Address of Reporting Person*
Valor Buyer LP
(Last) (First) (Middle)
C/O APAX PARTNERS US, LLC
601 LEXINGTON AVENUE, 58TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Valor Topco Ltd
(Last) (First) (Middle)
P.O. BOX 656, EAST WING,
TRAFALGAR COURT, LES BANQUES
(Street)
ST. PETER PORT Y7 GY1 3PP
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apax X GP Co. Ltd
(Last) (First) (Middle)
THIRD FLOOR, ROYAL BANK PLACE,
1 GLATEGNY ESPLANADE
(Street)
ST. PETER PORT Y7 GY1 2HJ
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apax Guernsey (Holdco) PCC Ltd
(Last) (First) (Middle)
THIRD FLOOR, ROYAL BANK PLACE,
1 GLATEGNY ESPLANADE
(Street)
ST. PETER PORT Y7 GY1 2HJ
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apax X GP S.a r.l.
(Last) (First) (Middle)
1-3 BOULEVARD DE LA FOIRE
(Street)
LUXEMBOURG L-1528
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Valor Buyer GP LLC
(Last) (First) (Middle)
C/O APAX PARTNERS US, LLC
601 LEXINGTON AVENUE, 58TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Explanation of Responses:
1. The Series A Convertible Perpetual Preferred Stock (the "Series A Preferred Stock") is convertible at the option of a holder at any time into shares of common stock ("Common Stock") at an initial conversion price of $36.38 per share. The Series A Preferred Stock has no expiration date.
2. In connection with the acquisition of the Issuer by Calabrio, Inc., pursuant to the August 24, 2025, Agreement and Plan of Merger by and among the parties thereto, the reported shares of Series A Preferred Stock were disposed of for $203,222,222.22 and the reported shares of Series B Convertible Perpetual Preferred Stock (the "Series B Preferred Stock") were disposed of for $203,222,222.22.
3. Valor Buyer GP LLC ("Valor GP") is the general partner of Valor Buyer LP and 100% of the equity interests in Valor GP is held by Valor Topco Limited ("Valor Limited"). Apax X GP Co. Limited ("Apax Limited"), in its capacity as investment manager of the Apax X fund (other than Apax X EUR SCSp), holds 99.34% of the shares of Valor Limited. Apax X GP S.a r.l. ("Apax X"), in its capacity as managing general partner of Apax X EUR SCSp, holds 0.66% of the shares of Valor Limited. Apax Guernsey (Holdco) PCC Limited Apax X Cell ("Apax PCC") is the sole parent of Apax Limited and Apax X. As a result, Valor GP, Valor Limited, Apax Limited, Apax X and Apax PCC may be deemed to beneficially own, and have shared voting and dispositive power with respect to the reported securities. Valor GP, Valor Limited, Apax Limited, Apax X and Apax PCC disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein.
4. The Series B Preferred Stock is convertible at the option of a holder at any time into shares of the Common Stock at an initial conversion price of $50.25 per share. The Series B Preferred Stock has no expiration date.
See Exhibit 99.1 12/01/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
EX-99.1

Exhibit 99.1

 

Joint Filer Information

Name of Joint Filer:

Valor Buyer LP

Address of Joint Filer:

c/o Apax Partners US, LLC

601 Lexington Avenue, 58th Floor

New York, NY 10022

Relationship of Joint Filer to Issuer:

Member of 10% Owner Group

Issuer Name and Ticker or Trading Symbol:

VERINT SYSTEMS INC [ VRNT ]

Date of Earliest Transaction

Date of Earliest Transaction

 

(Month/Day/Year):

12/01/2025

Designated Filer:

Valor Buyer LP

Signature:

Valor Buyer LP

 

By: Valor Buyer GP LLC, its General Partner

/s/ Jason Wright

Name: Jason Wright

Title: President

Dated: December 1, 2025

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer:

Valor Buyer GP LLC

Address of Joint Filer:

c/o Apax Partners US, LLC

601 Lexington Avenue, 58th Floor

New York, NY 10022

Relationship of Joint Filer to Issuer:

Member of 10% Owner Group

Issuer Name and Ticker or Trading Symbol:

VERINT SYSTEMS INC [ VRNT ]

Date of Earliest Transaction

Date of Earliest Transaction

 

(Month/Day/Year):

12/01/2025

Designated Filer:

Valor Buyer LP

Signature:

Valor Buyer GP LLC

/s/ Jason Wright

Name: Jason Wright

Title: President

Dated: December 1, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Joint Filer Information

 

Name of Joint Filer:

Valor Topco Limited

Address of Joint Filer:

P.O. Box 656, East Wing,

Trafalgar Court

Les Banques, St. Peter Port,

Guernsey GY1 3PP

Relationship of Joint Filer to Issuer:

Member of 10% Owner Group

Issuer Name and Ticker or Trading Symbol:

VERINT SYSTEMS INC [ VRNT ]

Date of Earliest Transaction

Date of Earliest Transaction

 

(Month/Day/Year):

12/01/2025

Designated Filer:

Valor Buyer LP

Signature:

Valor Topco Limited

/s/ Mark Babbe

Name: Mark Babbe

Title: Director

Dated: December 1, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Joint Filer Information

 

Name of Joint Filer:

Apax X GP Co. Limited

Address of Joint Filer:

Third Floor, Royal Bank Place,

1 Glategny Esplanade,

St. Peter Port, Guernsey GY1 2HJ

 

 

Relationship of Joint Filer to Issuer:

Member of 10% Owner Group

Issuer Name and Ticker or Trading Symbol:

VERINT SYSTEMS INC [ VRNT ]

Date of Earliest Transaction

Date of Earliest Transaction

 

(Month/Day/Year):

12/01/2025

Designated Filer:

Valor Buyer LP

Signature:

Apax X GP Co. Limited

/s/ Jeremy Latham

Name: Jeremy Latham

Title: Director

/s/ Mark Despres

Name: Mark Despres

Title: Company Secretary

 

Dated: December 1, 2025

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

 

 

Joint Filer Information

 

Name of Joint Filer:

Apax X GP S.a r.l

Address of Joint Filer:

1-3 Boulevard de la Foire,

Luxembourg L-15281

 

 

Relationship of Joint Filer to Issuer:

Member of 10% Owner Group

Issuer Name and Ticker or Trading Symbol:

VERINT SYSTEMS INC [ VRNT ]

Date of Earliest Transaction

Date of Earliest Transaction

 

(Month/Day/Year):

12/01/2025

Designated Filer:

Valor Buyer LP

Signature:

Apax X GP S.a r.l

/s/ Geoffrey Limpach

Name: Geoffrey Limpach

Title: Class A Manager

/s/ Pedro Neves

Name: Pedro Neves

Title: Class A Manager

 

Dated: December 1, 2025

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

Joint Filer Information

 

Name of Joint Filer:

Apax Guernsey (Holdco) PCC Limited Apax X Cell

Address of Joint Filer:

Third Floor, Royal Bank Place,

1 Glategny Esplanade,

St. Peter Port, Guernsey GY1 2HJ

 

 

Relationship of Joint Filer to Issuer:

Member of 10% Owner Group

Issuer Name and Ticker or Trading Symbol:

VERINT SYSTEMS INC [ VRNT ]

Date of Earliest Transaction

Date of Earliest Transaction

 

(Month/Day/Year):

12/01/2025

Designated Filer:

Valor Buyer LP

Signature:

Apax Guernsey (Holdco) PCC Limited acting in respect of Apax X Cell

/s/ Jeremy Latham

Name: Jeremy Latham

Title: Director

 

Dated: December 1, 2025