Barger Rachel A. 4

4 · CSG SYSTEMS INTERNATIONAL INC · Filed May 18, 2026

AI-generated summary of this filing

Updated May 19, 2026

CSGS Director Rachel Barger Sells 14,532 Shares for $1.17M

What Happened

Rachel A. Barger, a director of CSG Systems International, disposed of 14,532 shares on May 14, 2026. The shares were converted into cash at $80.70 per share as part of the company's merger with NEC/Canvas Transaction Company, generating $1,172,732 (gross) to the reporting person. This was a disposition to the issuer under the merger agreement, not an open-market sale.

Key Details

Transaction date and price: May 14, 2026 at $80.70 per share.
Shares/total value: 14,532 shares → $1,172,732 (gross).
Transaction code: D (Disposition to the issuer) — conversion under the Merger Agreement.
Filing date: May 18, 2026 (filed within the Form 4 timing window).
Shares owned after transaction: not specified in the Form 4 provided.
Notable footnotes:
- F1: The disposition occurred pursuant to the Merger Agreement dated Oct 29, 2025; each share (and each unvested restricted stock award) was converted into the right to receive $80.70 in cash, less applicable withholding.
- F2: The reported amount includes 3,085 RSAs. Payments for unvested RSAs remain subject to vesting conditions on substantially the same terms as before the merger, except as modified by the merger.

Context

This transaction resulted from a corporate merger (CSG became a wholly owned subsidiary of NEC) and reflects the merger consideration paid to shareholders, not a discretionary insider open-market sale. For retail investors, merger-driven dispositions are routine outcomes of change-of-control deals and do not necessarily indicate the insider’s view about the company’s future performance.

Form 4Exit

Period: 2026-05-14

Director

Transactions

Disposition to Issuer
Common Stock
[F1][F2]
2026-05-14$80.70/sh−14,532$1,172,732→ 0 total

Footnotes (2)

[F1]On May 14, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of October 29, 2025 (the "Merger Agreement"), by and among CSG Systems International, Inc. (the "Issuer"), NEC Corporation ("Parent") and Canvas Transaction Company, Inc., a direct or indirect wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each share of Issuer common stock, par value $0.01 per share, and each unvested share of restricted stock ("RSA") held by the Reporting Person immediately prior to the closing of the Merger was converted into the right to receive $80.70 in cash, without interest, less any applicable withholding taxes.
[F2]Includes 3,085 RSAs. Any payment with respect to unvested RSAs will be subject to vesting conditions on substantially the same terms and conditions as applied to such awards immediately prior to the effective time of the Merger, except for terms rendered inoperative by reason of the Merger.

Signature

/s/ Andrea Matheny, attorney-in-fact|2026-05-18

1 file