Barnes David G 4

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

AI-generated summary of this filing

Updated May 19, 2026

CSG Systems (CSGS) Director David G. Barnes Sells 40,678 Shares

What Happened

David G. Barnes, a director of CSG Systems International, disposed of 40,678 shares on May 14, 2026. The shares were converted into cash consideration of $80.70 per share pursuant to the company’s merger, resulting in total proceeds of $3,282,715 (less any applicable withholding taxes). The Form 4 shows this as a disposition to the issuer (transaction code D) related to the closing of the Merger.

Key Details

Transaction date: May 14, 2026. Form 4 filed: May 18, 2026 (timely file).
Price per share: $80.70; total reported proceeds: $3,282,715.
Transaction type/code: D — disposition to the issuer (merger cash-out), not an open-market sale.
Includes 3,085 restricted stock awards (RSAs); payment with respect to unvested RSAs is subject to vesting conditions per the footnote.
Shares owned after the transaction: not specified in the filing.
Cash paid was "without interest" and subject to applicable tax withholding.

Context

The transaction resulted from the Merger Agreement (NEC Corporation as Parent, Merger Sub merged into CSGS) under which each CSGS share (and each unvested RSA) converted into the right to receive $80.70 in cash. This is a corporate cash-out due to an acquisition rather than an insider-initiated open-market sale, so it reflects merger consideration rather than a trading decision by the insider.

Form 4Exit

Period: 2026-05-14

Director

Transactions

Disposition to Issuer
Common Stock
[F1][F2]
2026-05-14$80.70/sh−40,678$3,282,715→ 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