Fawaz Marwan 4
4 · CSG SYSTEMS INTERNATIONAL INC · Filed May 18, 2026
Research Summary
AI-generated summary of this filing
CSG Systems (CSGS) Director Fawaz Marwan Sells 34,878 Shares
What Happened Fawaz Marwan, a director of CSG Systems International, disposed of 34,878 shares on May 14, 2026 in a disposition to the issuer under the company’s merger. Each share was converted into $80.70 in cash (less applicable withholding), generating $2,814,655 in gross consideration. The disposition was made pursuant to the Merger Agreement under which CSG became a wholly owned subsidiary of NEC Corporation.
Key Details
- Transaction date and type: May 14, 2026 — Disposition to issuer (Form 4 code D) as part of a merger.
- Price and value: $80.70 per share; total reported gross value $2,814,655 (less any withholding taxes).
- Units: 34,878 shares converted; filing notes these include 3,085 unvested restricted stock awards (RSAs).
- Treatment of RSAs: Payment for unvested RSAs will be subject to vesting conditions substantially the same as before the merger (per filing footnote).
- Filing timeliness: Form 4 was filed May 18, 2026 (within the typical two-business-day reporting window).
Context This was not an open‑market sale but a mandatory conversion of common stock into cash under the merger agreement (Merger Agreement dated Oct 29, 2025) when NEC’s subsidiary merged into CSG and CSG became a wholly owned subsidiary. Such merger consideration payments are routine outcomes of M&A transactions and do not, by themselves, indicate an insider’s ongoing buying or selling intent.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-05-14$80.70/sh−34,878$2,814,655→ 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, 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.