CSG SYSTEMS INTERNATIONAL INC 8-K

What Happened CSG Systems International, Inc. announced that the Hart-Scott-Rodino (HSR) antitrust waiting period for its previously disclosed Agreement and Plan of Merger with NEC Corporation expired at 11:59 pm Eastern Time on January 5, 2026. The Merger Agreement, dated October 29, 2025, contemplates that Merger Sub (Canvas Transaction Company, Inc.), a wholly owned NEC subsidiary, will merge into CSG with CSG surviving as a wholly owned subsidiary of NEC. Closing still requires other regulatory approvals, a shareholder vote (majority of outstanding common stock), and customary closing conditions.

Key Details

• Merger Agreement date: October 29, 2025 (CSG, NEC, and Merger Sub: Canvas Transaction Company, Inc.).
• HSR waiting period expired: January 5, 2026 at 11:59 pm ET.
• Remaining closing conditions: other required regulatory approvals, shareholder adoption by holders of a majority of CSG’s outstanding common stock, and customary closing conditions.
• CSG has mailed the definitive proxy statement to stockholders; proxy materials and SEC filings are available at http://www.sec.gov and https://ir.csgi.com/investor-home/default.aspx. Investor contact: john.rea@csgi.com.

Why It Matters The expiration of the HSR waiting period removes one regulatory timing hurdle for the proposed acquisition, bringing the transaction closer to closing but not guaranteeing it. Investors should note the deal still requires shareholder approval and other regulatory clearances, and the company’s filing reiterates standard forward‑looking statement risks (e.g., regulatory, shareholder vote, litigation, business disruption). Review the mailed proxy statement and SEC filings for full details before making investment decisions.