Barnes David G 4

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.